Exhibit 4.6





 


EXECUTION VERSION 


 


Morgan
Stanley Capital I Inc.,

as Depositor


 


Wells
Fargo Bank, National Association,

as Master Servicer


 


C-III
Asset Management LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 







 



 


POOLING AND SERVICING AGREEMENT


 


Dated as of November 1, 2016


 







 



 


Commercial Mortgage Pass-Through Certificates

Series 2016-BNK2


 









     


    	 



    

 


TABLE OF CONTENTS 





 




			Page
	Article I 



DEFINITIONS
	 
	Section 1.01          Defined Terms	 	7
	Section 1.02          Certain Calculations	 	136
	 	 	 
	Article II 



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01          Conveyance of Mortgage Loans	 	138
	Section 2.02          Acceptance by Trustee	 	145
	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	 	150
	Section 2.04          Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	165
	Section 2.05          Creation of the Grantor Trust	 	165
	 	 	 
	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	 	166
	Section 3.02          Collection of Mortgage Loan Payments	 	174
	Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	180
	Section 3.04          The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Companion Distribution Account, the Exchangeable Class Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account	 	184
	Section 3.05          Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
Distribution Account	 	191
	Section 3.06          Investment of Funds in the Collection Account and the REO Account	 	202
	Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	204



 






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	Section 3.08          Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	209
	Section 3.09          Realization Upon Defaulted Loans and Companion Loans	 	214
	Section 3.10          Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	218
	Section 3.11          Servicing Compensation	 	219
	Section 3.12          Inspections; Collection of Financial Statements	 	226
	Section 3.13          Access to Certain Information	 	230
	Section 3.14          Title to REO Property; REO Account	 	243
	Section 3.15          Management of REO Property	 	245
	Section 3.16          Sale of Defaulted Loans and REO Properties	 	247
	Section 3.17          Additional Obligations of Master Servicer and Special Servicer	 	254
	Section 3.18          Modifications, Waivers, Amendments and Consents	 	257
	Section 3.19          Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping;
Asset Status Report	 	268
	Section 3.20          Sub-Servicing Agreements	 	274
	Section 3.21          Interest Reserve Account	 	278
	Section 3.22          Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the
Special Servicer	 	278
	Section 3.23          Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation
Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	 	279
	Section 3.24          Intercreditor Agreements	 	284
	Section 3.25          Rating Agency Confirmation	 	287
	Section 3.26          The Operating Advisor	 	288
	Section 3.27          Companion Paying Agent	 	296
	Section 3.28          Serviced Companion Noteholder Register	 	296
	Section 3.29          Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion
Loans	 	297
	Section 3.30          [RESERVED]	 	299
	Section 3.31          [RESERVED]	 	299
	Section 3.32          Litigation Control	 	299
	Section 3.33          Delivery of Excluded Information to the Certificate Administrator	 	302
	Article IV 



DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01          Distributions	 	303
	Section 4.02          Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	317
	Section 4.03          P&I Advances	 	324
	Section 4.04          Allocation of Realized Losses	 	327
	Section 4.05          Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	329
	Section 4.06          Grantor Trust Reporting	 	333
	Section 4.07          Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request
Tool	 	334



 






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	Section 4.08          Secure Data Room	 	337
	Article V 



THE CERTIFICATES
	Section 5.01          The Certificates	 	339
	Section 5.02          Form and Registration	 	339
	Section 5.03          Registration of Transfer and Exchange of Certificates	 	342
	Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates	 	350
	Section 5.05          Persons Deemed Owners	 	351
	Section 5.06          Access to List of Certificateholders’ Names and Addresses; Special Notices	 	351
	Section 5.07          Maintenance of Office or Agency	 	352
	Section 5.08          Appointment of Certificate Administrator	 	352
	Section 5.09          Exchanges of Exchangeable Certificates and Exchangeable Combined Certificates	 	353
	Section 5.10          Voting Procedures	 	355
	Article VI 



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer,
THE DIRECTING CERTIFICATEHOLDER AND THE Risk Retention Consultation Party
	Section 6.01          Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the
Operating Advisor and the Asset Representations Reviewer	 	357
	Section 6.02          Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
and the Asset Representations Reviewer	 	363
	Section 6.03          Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer or the Asset Representations Reviewer	 	363
	Section 6.04          Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others	 	365
	Section 6.05          Depositor, Master Servicer and Special Servicer Not to Resign	 	370
	Section 6.06          Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	371
	Section 6.07          The Master Servicer and the Special Servicer as Certificate Owner	 	371
	Section 6.08          The Directing Certificateholder and the Risk Retention Consultation Party	 	371
	Section 6.09          Knowledge of Wells Fargo Bank, National Association	 	379



 






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	Article VII 



SERVICER TERMINATION EVENTS
	Section 7.01          Servicer Termination Events; Master Servicer and Special Servicer Termination	 	379
	Section 7.02          Trustee to Act; Appointment of Successor	 	388
	Section 7.03          Notification to Certificateholders	 	390
	Section 7.04          Waiver of Servicer Termination Events	 	390
	Section 7.05          Trustee as Maker of Advances	 	390
	Article VIII 



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	Section 8.01          Duties of the Trustee and the Certificate Administrator	 	391
	Section 8.02          Certain Matters Affecting the Trustee and the Certificate Administrator	 	392
	Section 8.03          Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans	 	394
	Section 8.04          Trustee or Certificate Administrator May Own Certificates	 	395
	Section 8.05          Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and
Certificate Administrator	 	395
	Section 8.06          Eligibility Requirements for Trustee and Certificate Administrator	 	396
	Section 8.07          Resignation and Removal of the Trustee and Certificate Administrator	 	397
	Section 8.08          Successor Trustee or Certificate Administrator	 	400
	Section 8.09          Merger or Consolidation of Trustee or Certificate Administrator	 	400
	Section 8.10          Appointment of Co-Trustee or Separate Trustee	 	401
	Section 8.11          Appointment of Custodians	 	402
	Section 8.12          Representations and Warranties of the Trustee	 	402
	Section 8.13          Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	403
	Section 8.14          Representations and Warranties of the Certificate Administrator	 	403
	Section 8.15          Compliance with the PATRIOT Act	 	405
	Article IX

 

TERMINATION
	Section 9.01          Termination upon Repurchase or Liquidation of All Mortgage Loans	 	405
	Section 9.02          Additional Termination Requirements	 	409
	Article X 



ADDITIONAL REMIC PROVISIONS
	Section 10.01          REMIC Administration	 	410



 






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	Section 10.02          Use of Agents	 	413
	Section 10.03          Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	414
	Section 10.04          Appointment of REMIC Administrators	 	414
	Article XI 



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	Section 11.01          Intent of the Parties; Reasonableness	 	415
	Section 11.02          Succession; Subcontractors	 	416
	Section 11.03          Filing Obligations	 	418
	Section 11.04          Form 10-D Filings	 	419
	Section 11.05          Form 10-K Filings	 	422
	Section 11.06          Sarbanes-Oxley Certification	 	424
	Section 11.07          Form 8-K Filings	 	426
	Section 11.08          Form 15 Filing	 	428
	Section 11.09          Annual Compliance Statements	 	428
	Section 11.10          Annual Reports on Assessment of Compliance with Servicing Criteria	 	430
	Section 11.11          Annual Independent Public Accountants’ Attestation Report	 	432
	Section 11.12          Indemnification	 	433
	Section 11.13          Amendments	 	436
	Section 11.14          Regulation AB Notices	 	436
	Section 11.15          Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion
Loans	 	436
	Section 11.16          Certain Matters Regarding Significant Obligors	 	442
	Section 11.17          Impact of Cure Period	 	442
	Article XII 



the asset representations reviewer
	Section 12.01          Asset Review	 	442
	Section 12.02          Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	448
	Section 12.03          Resignation of the Asset Representations Reviewer	 	449
	Section 12.04          Restrictions of the Asset Representations Reviewer	 	449
	Section 12.05          Termination of the Asset Representations Reviewer	 	449
	Article XIII 



MISCELLANEOUS PROVISIONS
	Section 13.01          Amendment	 	452
	Section 13.02          Recordation of Agreement; Counterparts	 	457
	Section 13.03          Limitation on Rights of Certificateholders	 	457



 






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	Section 13.04          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	458
	Section 13.05          Notices	 	459
	Section 13.06          Severability of Provisions	 	465
	Section 13.07          Grant of a Security Interest	 	465
	Section 13.08          Successors and Assigns; Third Party Beneficiaries	 	465
	Section 13.09          Article and Section Headings	 	466
	Section 13.10          Notices to the Rating Agencies	 	466


 


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



 






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



 






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	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans With Escrows or Reserves Exceeding 10% of the Initial Principal Balance







 






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This Pooling and Servicing
Agreement is dated and effective as of November 1, 2016, among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LASB,
Class LA3, Class LA4, Class LAS, Class LB, Class LC, Class LD, Class LE1, Class LE2, Class LF1,
Class LF2, Class LG1, Class LG2, Class LH1, Class LH2 and LRR Uncertificated Interests (the “Lower-Tier Regular Interests”),
which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also
issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 






     


    	 



    

 


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


 


	Class Designation	 	Interest Rate	 	Original Lower-Tier
 Principal Amount
	Class LA1	 	(1)	 	 	$	31,400,000	 
	Class LA2	 	(1)	 	 	$	45,700,000	 
	Class LASB	 	(1)	 	 	$	50,600,000	 
	Class LA3	 	(1)	 	 	$	160,000,000	 
	Class LA4	 	(1)	 	 	$	194,805,000	 
	Class LAS	 	(1)	 	 	$	52,558,000	 
	Class LB	 	(1)	 	 	$	32,742,000	 
	Class LC	 	(1)	 	 	$	31,879,000	 
	Class LD	 	(1)	 	 	$	37,050,000	 
	Class LE1	 	(1)	 	 	$	9,047,000	 
	Class LE2	 	(1)	 	 	$	9,047,000	 
	Class LF1	 	(1)	 	 	$	3,446,500	 
	Class LF2	 	(1)	 	 	$	3,446,500	 
	Class LG1	 	(1)	 	 	$	6,031,000	 
	Class LG2	 	(1)	 	 	$	6,031,000	 
	Class LH1	 	(1)	 	 	$	7,755,027	 
	Class LH2	 	(1)	 	 	$	7,755,028	 
	Class LR	 	None(2)	 	 	 	None	 
	LRR	 	(1)	 	 	$	36,278,581.85	 



 





 






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



 


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



 


UPPER-TIER REMIC


 


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


 


THE GRANTOR TRUST


 


Each Class of Exchangeable
Certificates and Exchangeable Combined Certificates shall represent undivided beneficial interests in the portion of the Grantor
Trust


 






    	 	 -2-	 



     


    

 


consisting of the Exchangeable Specific Grantor Trust Assets bearing the same alphanumeric designation as such Class. The
Class V Certificates and the RR Interest shall represent undivided beneficial interests in the Grantor Trust consisting of
the Class V Specific Grantor Trust Assets and the RR Interest Specific Grantor Trust Assets, respectively. As 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.


 


THE CERTIFICATES


 


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


 


	Class of Certificates	 	Initial Pass-

Through Rate	 	Original
 Certificate
 Balance or
 Notional Amount
	Class A-1 Certificates	 	1.424%	 	 	 	$31,400,000	 
	Class A-2 Certificates	 	2.454%	 	 	 	$45,700,000	 
	Class A-SB Certificates	 	2.860%	 	 	 	$50,600,000	 
	Class A-3 Certificates	 	2.791%	 	 	 	$160,000,000	 
	Class A-4 Certificates	 	3.049%	 	 	 	$194,805,000	 
	Class X-A Certificates	 	      1.130%(1)	 	 	 	$482,505,000(2)	 
	Class X-B Certificates	 	     0.552%(1)	 	 	 	$85,300,000(2)	 
	Class X-D Certificates	 	     0.912%(1)	 	 	 	$37,050,000(2)	 
	Class A-S Certificates	 	3.282%	 	 	 	$52,558,000	 
	Class B Certificates	 	3.485%	 	 	 	$32,742,000	 
	Class C Certificates	 	3.912%	 	 	 	$31,879,000	 
	Class D Certificates	 	3.000%	 	 	 	$37,050,000	 
	Class E-1 Certificates	 	3.912%	 	 	 	$0	 
	Class E-2 Certificates	 	3.912%	 	 	 	$0	 
	Class E Certificates	 	N/A(3)	 	 	 	$18,094,000	 
	Class F-1 Certificates	 	3.912%	 	 	 	$0	 
	Class F-2 Certificates	 	3.912%	 	 	 	$0	 
	Class F Certificates	 	N/A(3)	 	 	 	$6,893,000	 
	Class EF Certificates	 	N/A(3)	 	 	 	$0	 
	Class G-1 Certificates	 	3.912%	 	 	 	$0	 
	Class G-2 Certificates	 	3.912%	 	 	 	$0	 
	Class G Certificates	 	N/A(3)	 	 	 	$12,062,000	 
	Class EFG Certificates	 	N/A(3)	 	 	 	$0	 
	Class H-1 Certificates	 	3.912%	 	 	 	$1,411,374	 
	Class H-2 Certificates	 	3.912%	 	 	 	$1,411,374	 
	Class H Certificates	 	N/A(3)	 	 	 	$12,687,307	 
	Class R Certificates	 	None(4)	 	 	 	N/A	 
	Class V Certificates	 	None(4)	 	 	 	N/A	 
	RR Interest	 	None(5)	 	 	 	$36,278,581.85	 



 






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



 


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



 


		(3)	No Class of Exchangeable Combined Certificates will have a Pass-Through Rate, but each such Class
will be entitled to receive the sum of interest distributable on the Corresponding Exchangeable Components.



 


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



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $725,571,637.


 


EXCHANGEABLE CERTIFICATES


 


On the Closing Date,
the Upper-Tier REMIC shall issue the Class E-1 Regular Interest, Class E-2 Regular Interest, Class F-1 Regular Interest, Class
F-2 Regular Interest, Class G-1 Regular Interest, Class G-2 Regular Interest, Class H-1 Regular Interest and Class H-2 Regular
Interest, which shall have outstanding balances on the Closing Date as set forth in the table below.


 


	
        Exchangeable
Class Regular Interest
	 	
        Original
Certificate Balance

	Class E-1 Regular Interest	 	$9,047,000
	Class E-2 Regular Interest	 	$9,047,000
	Class F-1 Regular Interest	 	$3,446,500
	Class F-2 Regular Interest	 	$3,446,500
	Class G-1 Regular Interest	 	$6,031,000
	Class G-2 Regular Interest	 	$6,031,000
	Class H-1 Regular Interest	 	$7,755,027
	Class H-2 Regular Interest	 	$7,755,028


 


Beneficial ownership
of each Exchangeable Class Regular Interest is represented by the Corresponding Exchangeable Components set forth next to such
Exchangeable Class Regular Interest in the table below. Each such Exchangeable Component represents a percentage of the related
Exchangeable Class Regular Interest equal to the related Exchange Percentage Interest.


 





	Exchangeable	Corresponding Exchangeable Components (Initial Exchange Percentage
	 	 







   






    	 	 -4-	 



     


    

 


	Class
    Regular 

Interest	Interest)	 	 	 
	Class E-1 Regular Interest	Class E-1 Component E-1 (0%)	Class E Component E-1 (100%)	Class EF Component E-1 (0%)	Class EFG Component E-1 (0%)
	Class E-2 Regular Interest	Class E-2 Component E-2 (0%)	Class E Component E-2 (100%)	Class EF Component E-2 (0%)	Class EFG Component E-2 (0%)
	Class F-1 Regular Interest	Class F-1 Component F-1 (0%)	Class F Component F-1 (100%)	Class EF Component F-1 (0%)	Class EFG Component F-1 (0%)
	Class F-2 Regular Interest	Class F-2 Component F-2 (0%)	Class F Component F-2 (100%)	Class EF Component F-2 (0%)	Class EFG Component F-2 (0%)
	Class G-1 Regular Interest	Class G-1 Component G-1 (0%)	Class G Component G-1 (100%)	 	Class EFG Component G-1 (0%)
	Class G-2 Regular Interest	Class G-2 Component G-2 (0%)	Class G Component G-2 (100%)	 	Class EFG Component G-2 (0%)
	Class H-1 Regular Interest	Class H-1 Component H-1 (18.19947242%)	Class H Component H-1 (81.80052758%)	 	 
	Class H-2 Regular Interest	Class H-2 Component H-2 (18.19947007%)	Class H Component H-2 (81.80052993%)	 	 


 





The Class E-1 Certificates,
Class E-2 Certificates, Class F-1 Certificates, Class F-2 Certificates, Class G-1 Certificates, Class G-2 Certificates, Class H-1
Certificates and Class H-2 Certificates are collectively referred to herein as the “Exchangeable Certificates”,
and the Class E Certificates, Class F Certificates, Class EF Certificates, Class G Certificates, Class EFG Certificates and Class
H Certificates are collectively referred to herein as the “Exchangeable Combined Certificates”.


 


Each Class of Exchangeable
Certificates and Exchangeable Combined Certificates represents undivided beneficial ownership interests, held through the Grantor
Trust, in one or more of the Exchangeable Class Regular Interests. With respect to each Class of the Exchangeable Certificates
and Exchangeable Combined Certificates, the portion of each underlying Exchangeable Class Regular Interest represented by such
Class of Certificates is the Corresponding Exchangeable Component set forth in the table below. With respect to each


 






    	 	 -5-	 



     


    

 


Class of Exchangeable
Combined Certificates, the percentage of the Certificate Balance of such Class represented by each Corresponding Exchangeable Component
equals the related Exchange Percentage set forth below.


 


	
        Class
of Certificates 
	 	
        Corresponding
Exchangeable 

Components
	 	
        Exchange


Percentage

	Class E-1	 	Class E-1 Component E-1	 	N/A
	Class E-2	 	Class E-2 Component E-2	 	N/A
	Class E	 	
        Class E Component E-1

        Class E Component E-2
	 	
        50%

        50%

	Class F-1	 	Class F-1 Component F-1	 	N/A
	Class F-2	 	Class F-2 Component F-2	 	N/A
	Class F	 	
        Class F Component F-1

        Class F Component F-2
	 	
        50% 

        50%

	Class EF	 	
        Class EF Component E-1

        Class EF Component E-2

        Class EF Component F-1 

        Class EF Component F-2
	 	
        36.20682755%

        36.20682755% 

        13.79317245% 

        13.79317245%

	Class G-1	 	Class G-1 Component G-1	 	N/A
	Class G-2	 	Class G-2 Component G-2	 	N/A
	Class G	 	
        Class G Component G-1 

        Class G Component G-2
	 	
        50%

        50%

	Class EFG	 	
        Class EFG Component E-1 

        Class EFG Component E-2 

        Class EFG Component F-1 

        Class EFG Component F-2 

        Class EFG Component G-1 

        Class EFG Component G-2
	 	
        24.41901266% 

        24.41901266% 

        9.30254528% 

        9.30254528% 

        16.27844206% 

        16.27844206%

	Class H-1	 	Class H-1 Component H-1	 	N/A
	Class H-2	 	Class H-2 Component H-2	 	N/A
	Class H	 	
        Class H Component H-1 

        Class H Component H-2
	 	
        49.99999678%

        50.00000322% 



 


WHOLE LOANS


 


	Whole Loan	Type	Non-Serviced PSA	Mortgage Loan	Companion Loan(s)
	101 Hudson Street Whole Loan	Serviced Whole Loan	N/A	101 Hudson Street Mortgage Loan	101 Hudson Street Pari Passu Companion Loans
	Harlem USA Whole Loan	Serviced Whole Loan	N/A	Harlem USA Mortgage Loan	Harlem USA Pari Passu Companion Loan
	The Orchard Whole Loan	Servicing Shift Whole Loan 	N/A(1)	The Orchard Mortgage Loan	The Orchard Pari Passu Companion Loans
	Huntington Center Whole Loan	Non-Serviced Whole Loan	MSBAM 2016-C31 Pooling and Servicing Agreement	Huntington Center Mortgage Loan	Huntington Center Pari Passu Companion Loan
	One Penn Center Whole Loan	Non-Serviced Whole Loan	WFCM 2016-BNK1 Pooling and Servicing Agreement	One Penn Center Mortgage Loan	One Penn Center Pari Passu Companion Loan



 






    	 	 -6-	 



     


    

 


	Briarwood Mall Whole Loan	Non-Serviced Whole Loan	MSBAM 2016-C30 Pooling and Servicing Agreement	Briarwood Mall Mortgage Loan	Briarwood Mall Pari Passu Companion Loans
	International Square Whole Loan	Non-Serviced Whole Loan	BAMLL 2016-ISQR Trust and Servicing Agreement	International Square Mortgage Loan	International Square Pari Passu Companion Loans, International Square Subordinate Companion Loan
	Fremaux Town Center	Servicing Shift Whole Loan 	N/A(1)	Fremaux Town Center Mortgage Loan	Fremaux Town Center Pari Passu Companion Loans
	American Greetings HQ Whole Loan	Servicing Shift Whole Loan 	N/A(1)	American Greetings HQ Mortgage Loan	American Greetings HQ Pari Passu Companion Loans
	Conrad Indianapolis Whole Loan	Non-Serviced Whole Loan	WFCM 2016-C36 Pooling and Servicing Agreement	Conrad Indianapolis Mortgage Loan	Conrad Indianapolis Pari Passu Companion Loan


 


(1)          On and
after the related Servicing Shift Securitization Date, each Servicing Shift Whole Loan will be serviced pursuant to the related
Non-Serviced PSA


 


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


 


The Companion Loans are
not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part
of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to the extent that
such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


 


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


 


Article I



DEFINITIONS


 


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


 






    	 	 -7-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


“101 Hudson
Street Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 3, 2016, by and between
the holders of the respective promissory notes evidencing the 101 Hudson Street Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“101 Hudson
Street Mortgage Loan”: With respect to the 101 Hudson Street Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-1-1 and A-4.


 


“101 Hudson
Street Mortgaged Property”: The Mortgaged Property that secures the 101 Hudson Street Whole Loan.


 


“101 Hudson
Street Pari Passu Companion Loans”: With respect to the 101 Hudson Street Whole Loan, the Companion Loans evidenced by
the related promissory notes A-1-2, A-2, A-3 and A-5 and made by the related Mortgagor and secured by the Mortgage on the 101 Hudson
Street Mortgaged Property.


 


“101 Hudson
Street Whole Loan”: The 101 Hudson Street Mortgage Loan, together with the 101 Hudson Street Pari Passu Companion Loans,
each of which is secured by the same Mortgage on the 101 Hudson Street Mortgaged Property. References herein to the 101 Hudson
Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 101 Hudson Street Mortgage Loan and the 101
Hudson Street Pari Passu Companion Loans.


 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, the International Square Intercreditor Agreement is the
only AB Intercreditor Agreement under this Agreement.


 






    	 	 -8-	 



     


    

 


“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.


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, the International Square Mortgage Loan is the only AB Mortgage Loan under this Agreement.


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, the International Square Subordinate
Companion Loan is the only AB Subordinate Companion Loan under this Agreement.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, the International
Square Whole Loan is the only AB Whole Loan under this Agreement.


 


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


 


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


 


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


 



    	 	 -9-	 



     


    

 





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


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“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 DD.


 


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


 






    	 	 -10-	 



     


    

 


“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, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -11-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)          
the aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans
with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset
Representations Reviewer Fee,


 






    	 	 -12-	 



     


    

 


CREFC® Intellectual Property Royalty License Fee and Trustee Fee with respect to the
Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and


 


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


 


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


 


“Aggregate Excess
Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments
made on the Mortgage Loans to be included in the 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.


 


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


 


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


 






    	 	 -13-	 



     


    

 


the Mortgage Loans in a period during which such principal collections would have otherwise been
included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)
and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including
REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal
Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


“American Greetings
HQ Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 27, 2016, by and between
the holders of the respective promissory notes evidencing the American Greetings HQ Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“American Greetings
HQ Mortgage Loan”: With respect to the American Greetings HQ Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1-2.


 


“American Greetings
HQ Mortgaged Property”: The Mortgaged Property that secures the American Greetings HQ Whole Loan.


 


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


 


“American Greetings
HQ Pari Passu Note A-1-1”: The American Greetings HQ Pari Passu Companion Loan evidenced by the related promissory note
designated as promissory note A-1-1. As of the Closing Date, the American Greetings HQ Pari Passu Note A-1-1 is held by Bank of
America, National Association.


 


“American Greetings
HQ Pooling and Servicing Agreement”: This Agreement, for so long as the American Greetings HQ Whole Loan is serviced
pursuant to this Agreement


 






    	 	 -14-	 



     


    

 


and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced PSA for
the American Greetings HQ Pari Passu Note A-1-1.


 


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


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special
Servicer (prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder
(except in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class), and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing
Certificateholder (except with respect to any such Excluded Loan) and the Operating Advisor and, after the occurrence and 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 the related Appraisal or completes the valuation,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan (together
with any other Mortgage


 






    	 	 -15-	 



     


    

 


Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an
outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an
Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by
one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage
Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
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, (A) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced
Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole
Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances
on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not
reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate
taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including
any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the
case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer,
the Special Servicer or the Trustee, as applicable); provided, however, that without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal
or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with
respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120)
days, as applicable (in case of clause (vi)) after the initial delinquency for the related 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
by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is at least ten
(10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and
use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance);
provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i)
of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction
Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order
and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period,
as applicable, set forth in such clause (vi); provided, further, however, 


 






    	 	 -16-	 



     


    

 


that in no event shall
the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred
twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format
by the Special Servicer to the Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event), the Certificate Administrator and the Trustee.
In connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer
will not calculate Appraisal Reduction Amounts.


 


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


 


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


 


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


 


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


 






    	 	 -17-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -18-	 



     


    

 


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


 


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


 


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


 


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


 


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


 






    	 	 -19-	 



     


    

 


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


 


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


 


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


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-Retained Percentage of the Aggregate Available
Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount transferred from the applicable sub-account of
the Gain-on-Sale Reserve Account to the Collection Account for such Distribution Date pursuant to Section 4.01(f)(i).


 


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


 


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


 


“BAMLL 2016-ISQR
Trust and Servicing Agreement”: That certain Trust and Servicing Agreement, dated as of August 17, 2016, between Banc
of America Merrill Lynch Large Loan, Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, AEGON


 






    	 	 -20-	 



     


    

 


USA Realty
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Briarwood Mall
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 15, 2016, by and between the
holders of the respective promissory notes evidencing the Briarwood Mall Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“Briarwood Mall
Mortgage Loan”: With respect to the Briarwood Mall Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3.


 


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


 


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


 






    	 	 -21-	 



     


    

 


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


 


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


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
RR Interest shall be a Certificate.


 


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


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00896%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates or Exchangeable Class Regular Interest, (i) on
or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class of Principal Balance
Certificates or Exchangeable Class Regular Interest and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class of Principal Balance Certificates or


 






    	 	 -22-	 



     


    

 


 Exchangeable Class Regular Interest on the Distribution
Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)). With respect
to any Exchangeable Component, the Certificate Balance of the Class of Certificates set forth next to such Exchangeable Component
in the second table under the definition of “Corresponding Exchangeable Component”, multiplied by the Exchange Percentage
(if any) listed next to such Exchangeable Component.


 


The Certificate Balance
of any Class of Exchangeable Certificates or Exchangeable Combined Certificates is subject to adjustment in connection with any
exchange of Exchangeable Certificates for Exchangeable Combined Certificates, or vice versa, in each case in accordance with Section
5.09 hereof.


 


The “Certificate
Balance” of any grouping of Control Eligible Certificates or of the Controlling Class outstanding at any time will be equal
to the aggregate Certificate Balance of the Controlling Exchangeable Class Regular Interests that correspond to such grouping.


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply
in the case of the Master Servicer, the Special Servicer (including, for the avoidance of 


 






    	 	 -23-	 



     


    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates, all of the Certificates bearing the same alphanumeric Class designation. Each designated Lower-Tier
Regular Interest and


 






    	 	 -24-	 



     


    

 


Exchangeable Class Regular Interest shall be a Class. For the avoidance of doubt, the RR Interest shall be
a Class.


 


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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.424%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.454%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.791%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.049%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.282%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.860%.


 






    	 	 -25-	 



     


    

 


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


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a per annum
rate equal to the lesser of (i) 3.485% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.000%.


 


“Class E
Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class E Specific Grantor Trust Assets.


 


“Class E Component
E-1”: The Exchange Percentage Interest of the Class E-1 Regular Interest, beneficial ownership of which is represented
by the Class E Certificates.


 


“Class E Component
E-2”: The Exchange Percentage Interest of the Class E-2 Regular Interest, beneficial ownership of which is represented
by the Class E Certificates.


 


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


 


“Class E-1
Certificate”: A Certificate designated as “Class E-1” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class E-1 Specific Grantor Trust Assets.


 


“Class E-1 Component
E-1”: The Exchange Percentage Interest of the Class E-1 Regular Interest, beneficial ownership of which is represented
by the Class E-1 Certificates.


 






    	 	 -26-	 



     


    

 


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


 


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


 


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


 


“Class E-2
Certificate”: A Certificate designated as “Class E-2” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class E-2 Specific Grantor Trust Assets.


 


“Class E-2 Component
E-2”: The Exchange Percentage Interest of the Class E-2 Regular Interest, beneficial ownership of which is represented
by the Class E-2 Certificates.


 


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


 


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


 


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


 


“Class EF
Certificate”: A Certificate designated as “Class EF” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class EF Specific Grantor Trust Assets.


 


“Class EF Component
E-1”: The Exchange Percentage Interest of the Class E-1 Regular Interest, beneficial ownership of which is represented
by the Class EF Certificates.


 


“Class EF Component
E-2”: The Exchange Percentage Interest of the Class E-2 Regular Interest, beneficial ownership of which is represented
by the Class EF Certificates.


 


“Class EF Component
F-1”: The Exchange Percentage Interest of the Class F-1 Regular Interest, beneficial ownership of which is represented
by the Class EF Certificates.


 


“Class EF Component
F-2”: The Exchange Percentage Interest of the Class F-2 Regular Interest, beneficial ownership of which is represented
by the Class EF Certificates.


 






    	 	 -27-	 



     


    

 


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


 


“Class EFG
Certificate”: A Certificate designated as “Class EFG” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class EFG Specific Grantor Trust Assets.


 


“Class EFG Component
E-1”: The Exchange Percentage Interest of the Class E-1 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


“Class EFG Component
E-2”: The Exchange Percentage Interest of the Class E-2 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


“Class EFG Component
F-1”: The Exchange Percentage Interest of the Class F-1 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


“Class EFG Component
F-2”: The Exchange Percentage Interest of the Class F-2 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


“Class EFG Component
G-1”: The Exchange Percentage Interest of the Class G-1 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


“Class EFG Component
G-2”: The Exchange Percentage Interest of the Class G-2 Regular Interest, beneficial ownership of which is represented
by the Class EFG Certificates.


 


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


 


“Class F
Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class F Specific Grantor Trust Assets.


 


“Class F Component
F-1”: The Exchange Percentage Interest of the Class F-1 Regular Interest, beneficial ownership of which is represented
by the Class F Certificates.


 


“Class F Component
F-2”: The Exchange Percentage Interest of the Class F-2 Regular Interest, beneficial ownership of which is represented
by the Class F Certificates.


 


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


 






    	 	 -28-	 



     


    

 


“Class F-1
Certificate”: A Certificate designated as “Class F-1” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class F-1 Specific Grantor Trust Assets.


 


“Class F-1 Component
F-1”: The Exchange Percentage Interest of the Class F-1 Regular Interest, beneficial ownership of which is represented
by the Class F-1 Certificates.


 


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


 


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


 


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


 


“Class F-2
Certificate”: A Certificate designated as “Class F-2” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class F-2 Specific Grantor Trust Assets.


 


“Class F-2 Component
F-2”: The Exchange Percentage Interest of the Class F-2 Regular Interest, beneficial ownership of which is represented
by the Class F-2 Certificates.


 


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


 


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


 


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


 


“Class G
Certificate”: A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class G Specific Grantor Trust Assets.


 


“Class G Component
G-1”: The Exchange Percentage Interest of the Class G-1 Regular Interest, beneficial ownership of which is represented
by the Class G Certificates.


 


“Class G Component
G-2”: The Exchange Percentage Interest of the Class G-2 Regular Interest, beneficial ownership of which is represented
by the Class G Certificates.


 






    	 	 -29-	 



     


    

 


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


 


“Class G-1
Certificate”: A Certificate designated as “Class G-1” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class G-1 Specific Grantor Trust Assets.


 


“Class G-1 Component
G-1”: The Exchange Percentage Interest of the Class G-1 Regular Interest, beneficial ownership of which is represented
by the Class G-1 Certificates.


 


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


 


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


 


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


 


“Class G-2
Certificate”: A Certificate designated as “Class G-2” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class G-2 Specific Grantor Trust Assets.


 


“Class G-2 Component
G-2”: The Exchange Percentage Interest of the Class G-2 Regular Interest, beneficial ownership of which is represented
by the Class G-2 Certificates.


 


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


 


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


 


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


 


“Class H
Certificate”: A Certificate designated as “Class H” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class H Specific Grantor Trust Assets.


 


“Class H Component
H-1”: The Exchange Percentage Interest of the Class H-1 Regular Interest, beneficial ownership of which is represented
by the Class H Certificates.


 






    	 	 -30-	 



     


    

 


“Class H Component
H-2”: The Exchange Percentage Interest of the Class H-2 Regular Interest, beneficial ownership of which is represented
by the Class H Certificates.


 


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


 


“Class H-1
Certificate”: A Certificate designated as “Class H-1” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class H-1 Specific Grantor Trust Assets.


 


“Class H-1 Component
H-1”: The Exchange Percentage Interest of the Class H-1 Regular Interest, beneficial ownership of which is represented
by the Class H-1 Certificates.


 


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


 


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


 


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


 


“Class H-2
Certificate”: A Certificate designated as “Class H-2” on the face thereof, in the form of Exhibit A-1
hereto, and representing beneficial ownership of the Class H-2 Specific Grantor Trust Assets.


 


“Class H-2 Component
H-2”: The Exchange Percentage Interest of the Class H-2 Regular Interest, beneficial ownership of which is represented
by the Class H-2 Certificates.


 


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


 


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


 


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


 


“Class LA1
Uncertificated Interest”, “Class LA2 Uncertificated Interest”, “Class LASB Uncertificated
Interest”, “Class LA3 Uncertificated Interest”, “Class LA4 Uncertificated Interest”,
“Class LAS Uncertificated Interest”, “Class LB Uncertificated Interest”, “Class LC
Uncertificated Interest”, “Class LD Uncertificated Interest”, “Class LE1 Uncertificated
Interest”, “Class LE2 Uncertificated Interest”, “Class LF1 Uncertificated


 






    	 	 -31-	 



     


    

 


Interest”,
“Class LF2 Uncertificated Interest”, “Class LG1 Uncertificated Interest”, “Class LG2
Uncertificated Interest”, “Class LH1 Uncertificated Interest” and “Class LH2 Uncertificated
Interest”: Each, an uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -32-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing Date”:
November 22, 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, shall be an amount, calculated
by the Special Servicer, equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account
the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan,
solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property
or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation
of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as
of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage
Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged


 






    	 	 -33-	 



     


    

 


Property
or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause
(y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any
other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the
extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in
respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined
separately from and exclude any related Appraisal Reduction Amounts. The Master Servicer and the Certificate Administrator shall
be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


 


With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),
the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an
“as-is” basis. The Master Servicer shall not calculate 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 “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, Collection Account”.
Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account
that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent
set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b)
that is part of the 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 (including any Companion Loan), the period beginning
with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case
of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring
in the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, Companion Distribution
Account”. The Companion Distribution Account shall not be an asset of the Trust,


 






    	 	 -34-	 



     


    

 


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)”:
The 101 Hudson Street Pari Passu Companion Loans, the Harlem USA Pari Passu Companion Loan, The Orchard Pari Passu Companion Loans,
the Huntington Center Pari Passu Companion Loan, the One Penn Square Pari Passu Companion Loan, the Briarwood Mall Pari Passu Companion
Loans, The International Square Pari Passu Companion Loans, the Fremaux Town Center Pari Passu Companion Loans, the American Greetings
HQ Pari Passu Companion Loans, the Conrad Indianapolis Pari Passu Companion Loan and any AB Subordinate Companion Loan.


 


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


 


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


 


“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 0.00250% 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, any related Serviced Pari Passu Companion Loan) subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for
such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment.
In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer 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


 






    	 	 -35-	 



     


    

 


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)(i) at the request or with the consent of the Special Servicer or, (ii) for so long as no Control
Termination Event has occurred and is continuing and, other than with respect to an Excluded Loan as to the Directing Certificateholder
or the Holder of a Majority of the Controlling Class, at the request or with the consent of the Directing Certificateholder, or
(Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above,
the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i)
above in connection with such Prohibited Prepayments.


 


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


 


“Conrad Indianapolis
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 3, 2016, by and between the
holders of the respective promissory notes evidencing the Conrad Indianapolis Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“Conrad Indianapolis
Mortgage Loan”: With respect to the Conrad Indianapolis Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2.


 


“Conrad Indianapolis
Mortgaged Property”: The Mortgaged Property that secures the Conrad Indianapolis Whole Loan.


 


“Conrad Indianapolis
Pari Passu Companion Loan”: With respect to the Conrad Indianapolis Whole Loan, the Companion Loan evidenced by the related
promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on the Conrad Indianapolis Mortgaged Property.


 


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


 


“Consultation
Termination Event”: At any date at which (i) no grouping of Control Eligible Certificates as to which the related
Exchangeable Class Regular Interests, collectively, have a then-outstanding aggregate Certificate Balance at least equal to 25%
of the initial aggregate Certificate Balance of such Exchangeable Class Regular Interests, in each case, without regard to the
application of any Cumulative Appraisal Reduction Amounts; or (ii) the


 






    	 	 -36-	 



     


    

 


Holder of a majority of the aggregate Certificate Balance
of the Class E-1, Class E-2, Class E, Class EF and Class EFG Certificates (such majority determined counting only the portion of
the Certificate Balance of each such Class evidencing an interest in the Class E-1 Regular Interest or the Class E-2 Regular Interest)
has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such
rights have not been reinstated to a successor controlling class certificateholder pursuant to Section 3.23(l); provided
that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed
or be in continuance with respect to a successor Holder of any such Class of Certificates that has not irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder; provided, that no Consultation Termination Event
may occur with respect to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation
Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift
Whole Loan; provided, further, that a Consultation Termination Event shall be deemed not continuing in the event
that the Certificate Balances of the Certificates other than the Control Eligible Certificates and the RR Interest have been reduced
to zero as a result of principal payments on the Mortgage Loans.


 


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


 


“Control Eligible
Certificates”: All Classes of Certificates, collectively, within each of the following four (4) groupings of Certificates:


 


(i) the Classes
of Certificates related to the Class E-1 Regular Interest and the Class E-2 Regular Interest, being the Class E-1, Class E-2, Class
E, Class EF and Class EFG Certificates, in the case of each such Class, only to the extent evidencing an interest in the Class
E-1 Regular Interest or the Class E-2 Regular Interest (and the aggregate Certificate Balance of this grouping of Certificates
shall only take into account the portion of the Certificate Balance of each such Class representing an interest in the Class E-1
Regular Interest or the Class E-2 Regular Interest);


 


(ii) the
Classes of Certificates related to the Class F-1 Regular Interest and the Class F-2 Regular Interest, being the Class F-1, Class
F-2, Class F, Class EF and Class EFG Certificates, in the case of each such Class, only to the extent evidencing an interest in
the Class F-1 Regular Interest or the Class F-2 Regular Interest (and the aggregate Certificate Balance of this grouping of Certificates
shall only take into account the portion of the Certificate Balance of each such Class representing an interest in the Class F-1
Regular Interest or the Class F-2 Regular Interest);


 


(iii) the
Classes of Certificates related to the Class G-1 Regular Interest and the Class G-2 Regular Interest, being the Class G-1, Class
G-2, Class G and Class EFG Certificates, in the case of each such Class, only to the extent evidencing an interest in the Class
G-1 Regular Interest or the Class G-2 Regular Interest (and the aggregate Certificate Balance of this grouping of Certificates
shall only take into account the portion of the Certificate Balance of each such Class representing an interest in the Class G-1
Regular Interest or the Class G-2 Regular Interest); and


 






    	 	 -37-	 



     


    

 


(iv) the
Classes of Certificates related to the Class H-1 Regular Interest and the Class H-2 Regular Interest, being the Class H-1, Class
H-2 and Class H Certificates, in the case of each such Class, only to the extent evidencing an interest in the Class H-1 Regular
Interest or the Class H-2 Regular Interest (and the aggregate Certificate Balance of this grouping of Certificates shall only take
into account the portion of the Certificate Balance of each such Class representing an interest in the Class H-1 Regular Interest
or the Class H-2 Regular Interest);


 


“Control Termination
Event”: The occurrence of (i) the Class E-1 Regular Interest and the Class E-2 Regular Interest having an aggregate Certificate
Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of such regular interests in accordance with Section 4.05(a)) of less than 25% of the initial aggregate Certificate
Balance of such regular interests or (ii) the Holder of a majority of the aggregate Certificate Balance of the Class E-1,
Class E-2, Class E, Class EF and Class EFG Certificates (such majority determined counting only the portion of the Certificate
Balance of each such Class evidencing an interest in the Class E-1 Regular Interest or the Class E-2 Regular Interest) has irrevocably
waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not
been reinstated to a successor controlling class certificateholder pursuant to Section 3.23(l); provided, that
no Control Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related to a Servicing Shift
Whole Loan and the term “Control Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder
related to such Servicing Shift Whole Loan; provided, further, that a Control Termination Event shall be deemed not
continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates and the
RR Interest have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, all Classes of Certificates, collectively, within the grouping of Control Eligible
Certificates that relates to the Controlling Exchangeable Class Regular Interests (and the aggregate Certificate Balance of such
grouping of Certificates shall only take into account the portion of the Certificate Balance of each such Class representing an
interest in the related Controlling Exchangeable Class Regular Interests). The Controlling Class as of the Closing Date will be,
collectively, the Class H-1, Class H-2 and Class H Certificates.


 


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


 






    	 	 -38-	 



     


    

 


“Controlling
Companion Loan”: With respect to a Servicing Shift Whole Loan, the related Companion Loan which, in accordance with the
related Intercreditor Agreement, will be the “Lead Note” or similarly defined term as identified in the related Intercreditor
Agreement after the securitization of such Companion Loan. As of the Closing Date, each of The Orchard Pari Passu Note A-1, the
American Greetings HQ Pari Passu Note A-1-1 and the Fremaux Town Center Pari Passu Note A-1 shall be a Controlling Companion Loan
related to the Trust.


 


“Controlling
Exchangeable Class Regular Interests”: The most subordinate pair of Exchangeable Class Regular Interests, collectively,
having the same alphabetical designation with an aggregate Certificate Balance, as notionally reduced by any Cumulative Appraisal
Reduction Amounts allocable to such Exchangeable Class Regular Interests in accordance with Section 4.05(a), at least equal
to 25% of the initial aggregate Certificate Balance of such aggregate; provided, that if at any time the Certificate Balances of
the Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal
payments on the Mortgage Loans, then the Controlling Exchangeable Class Regular Interests shall be the most subordinate pair of
Exchangeable Class Regular Interests having the same alphabetical designation that have an aggregate Certificate Balance greater
than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Exchangeable Class Regular Interests as
of the Closing Date will be the Class H-1 Regular Interest and the Class H-2 Regular Interest.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee MSC 2016-BNK2; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), Morgan Stanley Capital I Trust
2016-BNK2, telecopy number (410) 715-2380.


 


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


 


“Corresponding
Exchangeable Component”: With respect to any Exchangeable Class Regular Interest, each Exchangeable Component opposite
thereto in the first table under


 






    	 	 -39-	 



     


    

 


the heading “Exchangeable Certificates” in the preamble hereto. With respect to each
Class of Exchangeable Certificates and Exchangeable Combined Certificates, each Exchangeable Component opposite thereto in the
second table under the heading “Exchangeable Certificates” in the preamble hereto.


 


“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



 






    	 	 -40-	 



     


    

 








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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual
Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage
Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such
amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment
due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance
of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master 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 0.00050%
per annum.


 


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


 


“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 (7) 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 (9) surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan


 






    	 	 -41-	 



     


    

 


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


 






    	 	 -42-	 



     


    

  


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.


 


“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


 






    	 	 -43-	 



     


    

 


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 Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


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


 


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


 






    	 	 -44-	 



     


    

 


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


 


“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.


 


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


 


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


 






    	 	 -45-	 



     


    

 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National
Association is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Wells
Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in November 2016, or with respect to any Mortgage
Loan that has its first Due Date after November 2016, the date that would have otherwise been the related Due Date in November
2016.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -46-	 



     


    

 


“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 R
Certificates, Class V Certificates, RR Interest and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d)
shall be Definitive Certificates. For the avoidance of doubt, any RR Interest shall at all times during the RR Interest Transfer
Restriction Period be a Definitive Certificate.


 


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


 


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


 


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


 


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


 


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


 






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


 


“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
December 2016).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -48-	 



     


    

 


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


 


(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)      any related mezzanine intercreditor agreement;


 


(xiv)      all related environmental reports; and


 


(xv)       all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 






    	 	 -49-	 



     


    

 


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


 


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


 


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


 


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


 


(k)           a copy of all zoning reports;


 


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


 


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


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 


(q)           a copy of any origination settlement statement;


 


(r)           
a copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not included in connection with the origination of such Mortgage Loan (other than documents that would not be included
in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage
Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal


 






    	 	 -50-	 



     


    

 


communications shall constitute
part of the Diligence File. It is generally not required to include any of the same items identified above again if such items
have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement
to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents as part of the Diligence
File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for


 






    	 	 -51-	 



     


    

 


sale to customers, the use of such REO Property in a trade or business conducted
by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property other than through
an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated
solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -52-	 



     


    

 


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, the Exchangeable
Class 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 December 2016. The initial Distribution
Date shall be December 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 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.


 






    	 	 -53-	 



     


    

 


“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 deposit rating or long-term unsecured
debt obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured
debt obligations of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not
less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than
thirty (30) days and (C) the long-term unsecured debt obligations 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 of which are rated at
least “A-1” by 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 “A” from S&P, “A2” from Moody’s and “A”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells
Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “A-1”
from S&P, “P-1” from Moody’s and “F2” from Fitch (to the extent rated by Fitch) (if the deposits
are to be held in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation); (iii) such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clause (i) or (ii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clause (i) or (ii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of
at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or
a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account
for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided
that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds


 






    	 	 -54-	 



     


    

 


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, the Risk Retention Consultation Party or any of their respective Affiliates, (d) has not performed (and
is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar
services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor,
any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk Retention Consultation
Party or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“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, the Risk Retention Consultation Party or a depositor, a trustee,
a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or
any of their respective Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees,
compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation
for replacement of a successor special servicer to become the special servicer under this Agreement; and (e) that (i) has been
regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at
least five (5) years of experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience
in 


 






    	 	 -55-	 



     


    

 


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 R or Class V Certificate or the RR Interest) that does not
meet the requirements of Prohibited Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the
date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class E-1, Class E-2, Class 
E, Class F-1, Class F-2, Class  F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class H-2
and Class H Certificates 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.


 


“EU Risk Retention
Agreement”: The EU Credit Risk Retention Agreement, dated and effective as of the Closing Date, between Wells Fargo Bank,
National Association, Morgan Stanley Bank, N.A., Bank of America, National Association, the Trust, the Depositor, the Trustee and
the Certificate Administrator.


 


“EU Transfer
Restriction Period”: The period from the Closing Date until the EU Risk Retention Agreement has been terminated or is
no longer in effect, as confirmed by an acknowledgement of the foregoing by all parties to the EU Risk Retention Agreement.


 


“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


 






    	 	 -56-	 



     


    

 


an asset of the Grantor Trust. Because there are no ARD
Loans related to the Trust as of the Closing Date, there will be no Excess Interest distributable to the Class V Certificates.


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage
Pass-Through Certificates, Series 2016-BNK2, Class V Certificates and the RR Interest, Excess Interest Distribution Account”,
and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall
be held solely for the benefit of the Holders of the Class V Certificates and the RR Interest. The Excess Interest Distribution
Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously
incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding
clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to 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.


 






    	 	 -57-	 



     


    

 


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


 


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


 


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


 


“Exchange Percentage
Interest”: With respect to any Exchangeable Component and the related Exchangeable Class Regular Interest set forth in
the first table under the heading “Exchangeable Certificates” in the preamble hereto, a fraction, expressed as a percentage,
the numerator of which is the Certificate Balance of such Exchangeable Component and the denominator of which is the Certificate
Balance of such related Exchangeable Class Regular Interest.


 


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


 


“Exchangeable
Certificates”: As defined under the heading “Exchangeable Certificates” in the preamble hereto.


 


“Exchangeable
Class Distribution Account”: The segregated trust account or accounts created and maintained as a separate account or
accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage
Pass-Through Certificates, Series 2016-BNK2, Exchangeable Class Distribution Account”, and which must be an Eligible Account
or a subaccount of an Eligible Account. The Exchangeable Class Distribution Account shall not be an asset of any Trust REMIC formed
hereunder, but rather shall be an asset of the Grantor Trust.


 


“Exchangeable
Class Regular Interests”: Any of the Class LE1, Class LE2, Class LF1, Class LF2, Class LG1, Class LG2, Class
LH1 and Class LH2 Uncertificated Interests.


 


“Exchangeable
Combined Certificates”: As defined under the heading “Exchangeable Certificates” in the preamble hereto.


 


“Exchangeable
Components”: Any of Class E-1 Component E-1, Class E-2 Component E-2, Class E Component E-1, Class E Component E-2, Class
F-1 Component F-1, Class F-2 Component F-2, Class F Component F-1, Class F Component F-2, Class EF Component E-1, Class EF Component
E-2, Class EF Component F-1, Class EF Component F-2, Class G-1 Component G-1, Class G-2 Component G-2, Class G Component G-1, Class
G Component G-2, Class EFG Component E-1, Class EFG Component E-2, Class EFG Component F-1, Class EFG Component F-2, Class EFG
Component G-1, Class EFG Component


 






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G-2, Class H-1 Component H-1, Class H-2 Component H-2, Class H Component H-1 and Class H Component
H-2.


 


“Exchangeable
Specific Grantor Trust Assets”: The Class E Specific Grantor Trust Assets, the Class E-1 Specific Grantor Trust Assets,
the Class E-2 Specific Grantor Trust Assets, the Class F Specific Grantor Trust Assets, the Class F-1 Specific Grantor Trust Assets,
the Class F-2 Specific Grantor Trust Assets, the Class EF Specific Grantor Trust Assets, the Class G-1 Specific Grantor Trust Assets,
the Class G-2 Specific Grantor Trust Assets, the Class G Specific Grantor Trust Assets, the Class EFG Specific Grantor Trust Assets,
the Class H-1 Specific Grantor Trust Assets, the Class H-2 Specific Grantor Trust Assets and the Class H Specific Grantor Trust
Assets.


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, the Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall provide
notice in the form of Exhibit P-1E hereto to the 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 to either the Directing
Certificateholder or the Holder of the majority of the Controlling Class. As of the Closing Date, there are no Excluded Controlling
Class Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the 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


 






    	 	 -59-	 



     


    

 


Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with
respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For
the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) shall not
be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall
deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.33. For the avoidance
of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded
Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered
in the manner provided in Section 3.26.


 


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


 


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special 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 Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the
Special Servicer is a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans related to the Trust
as of the Closing Date.


 






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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer with respect to any Defaulted Loan (and, if applicable,
any defaulted Companion Loan) or Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be,
that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase
Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any
mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special Servicer, the Holders of the
Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a
recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in
the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer to
make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.


 


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


 


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


 


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


 






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


 


“Fremaux Town
Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 22, 2016, by and between
the holders of the respective promissory notes evidencing the Fremaux Town Center Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“Fremaux Town
Center Mortgage Loan”: With respect to the Fremaux Town Center Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2.


 


“Fremaux Town
Center Mortgaged Property”: The Mortgaged Property that secures the Fremaux Town Center Whole Loan.


 


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


 


“Fremaux Town
Center Pari Passu Note A-1”: The Fremaux Town Center Pari Passu Companion Loan evidenced by the related promissory note
designated as promissory note A-1. As of the Closing Date, the Fremaux Town Center Pari Passu Note A-1 is held by Wells Fargo Bank,
National Association.


 


“Fremaux Town
Center Pooling and Servicing Agreement”: This Agreement, for so long as the Fremaux Town Center Whole Loan is serviced
pursuant to this Agreement and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced PSA for
the Fremaux Town Center Pari Passu Note A-1.


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received. Gain-on-Sale Proceeds shall exclude any amounts allocated as a Yield Maintenance Charge, Prepayment
Premium, recovery of any late payment charges and default interest or recovery of any assumption fees and Modification Fees pursuant
to Sections 3.02(a) – (c).


 






    	 	 -62-	 



     


    

 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as
Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, 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.


 


“Harlem USA
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 28, 2016, by and between
the holders of the respective promissory notes evidencing the Harlem USA Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


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


 


“Harlem USA
Mortgaged Property”: The Mortgaged Property that secures the Harlem USA Whole Loan.


 


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


 


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


 






    	 	 -63-	 



     


    

 


“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.


 


“Huntington
Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2016, by and between
the holders of the respective promissory notes evidencing the Huntington Center Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


“Huntington
Center Mortgage Loan”: With respect to the Huntington Center Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2.


 


“Huntington
Center Mortgaged Property”: The Mortgaged Property that secures the Huntington Center Whole Loan.


 


“Huntington
Center Pari Passu Companion Loan”: With respect to the Huntington Center Whole Loan, the Companion Loan evidenced by
the related promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on the Huntington Center Mortgaged
Property.


 


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


 


“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 Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole
Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer
and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial
interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole
Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer
or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar
as the relevant matter involves a Whole Loan (whether alone or together with 


 






    	 	 -64-	 



     


    

 


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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, 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 or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the
Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


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


 


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


 






    	 	 -65-	 



     


    

 


respect to any Mortgage Loan.
A Holder of an RR Interest may not be an Initial Requesting Certificateholder.


 


“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 EE is
an Initial Sub-Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the 101 Hudson Street Intercreditor Agreement, the Harlem USA Intercreditor Agreement, The Orchard
Intercreditor Agreement, the Huntington Center Intercreditor Agreement, the One Penn Center Intercreditor Agreement, the Briarwood
Mall Intercreditor Agreement, the International Square Intercreditor Agreement, the Fremaux Town Center Intercreditor Agreement,
the American Greetings HQ Intercreditor Agreement and the Conrad Indianapolis 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.


 






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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


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


 






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“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, the Risk
Retention Consultation Party, any Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any
known Affiliate of any of the preceding entities, and with respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the
Master Servicer, the Special Servicer (or any Independent Contractor engaged by the 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.


 


“International
Square Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 17, 2016, by and between the holders
of the respective promissory notes evidencing the International Square Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“International
Square Mortgage Loan”: With respect to the International Square Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-2.


 


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


 


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


 


“International
Square Subordinate Companion Loan”: With respect to the International Square Whole Loan, the Companion Loan evidenced
by the related promissory note B and made by the related Mortgagor and secured by the Mortgage on the International Square Mortgaged
Property.


 


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


 


“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


 






    	 	 -68-	 



     


    

 


collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B,
Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person
executing the certificate is a Certificateholder, the Directing Certificateholder or the Risk Retention Consultation Party (in
either case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser
of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that
either (a) such Person is the Risk Retention Consultation Party or is a Person who is not a Borrower Party, in which case
such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if
such Person is not the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall only receive access
to the Statements to Certificateholders prepared by the Certificate Administrator, (iii) (other than with respect to a Companion
Holder) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder
(i) shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower
Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website) and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain
information with respect to any related Excluded Controlling Class Loan. The Certificate Administrator may require that Investor
Certifications be re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the
Certificate Administrator’s Website to any mezzanine lender upon notice from any party to this Agreement that such mezzanine
lender has accelerated the related mezzanine loan or commenced foreclosure proceedings against the equity collateral pledged to
secure the related mezzanine loan.


 


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


 


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


 


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


 






    	 	 -69-	 



     


    

 


Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect
to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable), equal to


 






    	 	 -70-	 



     


    

 


the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted
payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case
may be or (iii) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller; provided, however, that
no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer
or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided,
however, that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases
any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for
its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer will not be entitled
to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event
described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a
repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period, (c) any
event described in clauses (v), (vi) and (vii) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect to
a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach
of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof, if applicable) provided for such repurchase of such repurchase occurs prior
to the termination of such time period (or extension of such time period, if applicable) or (y) a purchase of such Serviced
Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation
of the Other Securitization; or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because
of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due
to the application of any of clauses (a) through (e) above, the Special Servicer may still collect and retain
a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related
loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount
of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any
related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve
(12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation
Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller
makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period
of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan)
and REO Property; provided that if


 






    	 	 -71-	 



     


    

 


such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation
Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation
Fee equal to $25,000.


 


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


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization
Date, the Loan-Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related
Controlling Companion Loan, which, in the case of Fremaux Town Center Whole Loan is currently Wells Fargo Bank, in the case of
The Orchard Whole Loan is currently Morgan Stanley Bank, N.A., and in the case of the American Greetings HQ Whole Loan is currently
Bank of America, National Association. With respect to a Servicing Shift Mortgage Loan, on and after the related Servicing Shift
Securitization Date, there will be no Loan-Specific Directing Certificateholder with respect to such Servicing Shift Whole Loan.


 


“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.


 






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


 


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


 


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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial
Mortgage Pass-Through Certificates, Series 2016-BNK2, Lower-Tier REMIC Distribution Account”. Any such account, accounts
or sub-accounts shall be an Eligible Account.


 


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


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(i)         
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to
the order of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)       
an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for
the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2” (or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder”
or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject
to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or,
if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified
to be the copy of such Assignment of Mortgage submitted to or to be submitted for recording);


 


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


 


(v)        
an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank
or in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo
Commercial Mortgage Commercial Mortgage Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead


 






    	 	 -75-	 



     


    

 


Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment
submitted or to be submitted for recording);


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)      
the original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced
Whole Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan,
which letter of credit shall either (A) name as beneficiary “Wells Fargo Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of Morgan Stanley Capital
I Trust 2016-BNK2, Commercial


 






    	 	 -76-	 



     


    

 


Mortgage Pass-Through Certificates, Series 2016-BNK2” or (B) be accompanied by all
documentation necessary in order to transfer all rights of the named beneficiary in such letter of credit to the Master Servicer
on behalf of the Trustee and to receive, after presentment by the Master Servicer (in accordance with Section 3.01(f))
to the bank issuing such letter of credit, a reissued letter of credit in the name of the Master Servicer on behalf of the Trustee;


 


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


 


(xiv)      the original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	 -77-	 



     


    

 


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


 


“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


 






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definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


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


 


(ii)        
the Mortgagor’s name;


 


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


 


(iv)       
the Mortgage Rate in effect at origination;


 


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


 


(vi)       
the original principal balance;


 


(vii)      
the Cut-off Date Balance;


 


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


 


(ix)        
the original and remaining amortization terms and the loan amortization type;


 


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


 


(xi)       
the applicable Servicing Fee Rate;


 






    	 	 -79-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xix)       number of grace days;


 


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


 


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


 


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


 


(xxiii)     the Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)    the Administrative Cost Rate; and


 


(xxvii)   the
Due Date.


 


Such Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth all of the information required.


 






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


 


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


 


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


 


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


 


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


 


“MSBAM 2016-C30
Pooling and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of September 1, 2016, between
Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, 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 asset representations reviewer.


 


“MSBAM 2016-C31
Pooling and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of November 1, 2016, between
Banc of America Merrill Lynch Commercial Mortgage 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 asset representations reviewer.


 


“Net Investment
Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Account or the Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which
the aggregate of all interest and other income realized during such period on funds


 






    	 	 -81-	 



     


    

 


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 the Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such
period on such funds.


 


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


 


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


 


“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.


 






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


 


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


 


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


 






    	 	 -83-	 



     


    

 


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


 






    	 	 -84-	 



     


    

 


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 and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other
Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and
shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or the 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 cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer,
the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid
interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan,
Serviced Whole Loan or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan,
as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current
conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of
the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity
as Trustee) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to
estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in
its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses,
(c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the
timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such
consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such recovery, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a Servicing Advance is a


 






    	 	 -85-	 



     


    

 


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, the Special Servicer’s or the Trustee’s
determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The
determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing
Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or
any updated or changed recoverability 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 in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination
Event and only with respect to any Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage
Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the
case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made
is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to
any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice
of such determination. Any such determination (other than by the Special Servicer) shall not be binding upon (but may be conclusively
relied upon by) the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be binding upon the
Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse the determination
of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a Servicing
Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer shall have no such obligation
to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain
with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and
not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the
Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s


 






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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 the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on
such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the
Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing
Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In the case of a
cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance or property
protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related
Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related
Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class D, Class E-1,
Class E-2, Class E, Class F-1, Class F-2, Class F, Class EF, Class G-1, Class G-2, Class G, Class EFG, Class H-1, Class
H-2, Class H, Class R or Class V Certificate or RR Interest.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of the Huntington Center Pari Passu Companion Loan, the One Penn Center Pari Passu Companion Loan,
The Orchard Pari Passu Companion Loans (on and after the related Servicing Shift Securitization Date), the Briarwood Mall Pari
Passu Companion Loans, the International Square Pari Passu Companion Loans, the International Square Subordinate Companion Loan,
the Fremaux Pari Passu Companion Loan (on and after the related Servicing Shift Securitization Date), the American Greetings HQ
Pari


 






    	 	 -87-	 



     


    

 


Passu Companion Loans (on and after the related Servicing Shift Securitization Date) and the Conrad Indianapolis Pari Passu
Companion Loan.


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Huntington Center Mortgage Loan, the One Penn Center Mortgage Loan, The Orchard Mortgage
Loan (on and after the related Servicing Shift Securitization Date), the Briarwood Mall Mortgage Loan, the International Square
Mortgage Loan, the Fremaux Town Center Mortgage Loan (on and after the related Servicing Shift Securitization Date), the American
Greetings HQ Mortgage Loans (on and after the related Servicing Shift Securitization Date) and the Conrad Indianapolis Mortgage
Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Huntington Center Mortgaged Property, the One Penn Center Mortgaged Property, The Orchard
Mortgaged Property (on and after the related Servicing Shift Securitization Date), the Briarwood Mall Mortgaged Property, the International
Square Mortgaged Property, the Fremaux Town Center Mortgaged Property (on and after the related Servicing Shift Securitization
Date), the American Greetings HQ Mortgaged Property (on and after the related Servicing Shift Securitization Date) and the Conrad
Indianapolis Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the Huntington Center Pari Passu Companion Loan, the One Penn Center Pari Passu Companion
Loan, The Orchard Companion Loan (on and after the related Servicing Shift Securitization Date), the Briarwood Mall Pari Passu
Companion Loans, the International Square Pari Passu Companion Loans, the Fremaux Town Center Pari Passu Companion Loans (on and
after the related Servicing Shift Securitization Date), the American Greetings HQ Pari Passu Companion Loans (on and after the
related Servicing Shift Securitization Date) and the Conrad Indianapolis Pari Passu Companion Loan.


 


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


 






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“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the Huntington Center Mortgage Loan, the One Penn Center Mortgage Loan,
the Briarwood Mall Mortgage Loan and the Conrad Indianapolis Mortgage Loan 0.00250% (ii) the International Square Mortgage Loan,
0.00125%, (iii) any Servicing Shift Mortgage Loan (other than the American Greetings HQ Mortgage Loan), on and after the related
Servicing Shift Securitization Date, 0.00250% per annum, and (iv) the American Greetings HQ Mortgage Loan, on and after
the related Servicing Shift Securitization Date, 0.03000% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the Huntington Center Whole Loan, the MSBAM 2016-C31 Pooling and Servicing Agreement, (ii)
the One Penn Center Whole Loan, the WFCM 2016-BNK1 Pooling and Servicing Agreement, (iii) The Orchard Whole Loan, on and after
the related Servicing Shift Securitization Date, The Orchard Pooling and Servicing Agreement (iv) the Briarwood Mall Whole Loan,
the MSBAM 2016-C30 Pooling and Servicing Agreement, (v) the International Square Whole Loan, the BAMLL 2016-ISQR Trust and Servicing
Agreement, (vi) the Fremaux Town Center Whole Loan, on and after the related Servicing Shift Securitization Date, the Fremaux Town
Center Pooling and Servicing Agreement (vii) the American Greetings HQ Whole Loan, on and after the related Servicing Shift Securitization
Date, the American Greetings HQ Pooling and Servicing Agreement and (viii) the Conrad Indianapolis Whole Loan, the WFCM 2016-C36
Pooling and Servicing Agreement.


 


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


 


“Non-Serviced
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 Huntington Center Whole Loan, the One Penn Center Whole Loan, The Orchard Whole Loan (on and
after the related Servicing Shift Securitization Date), the Briarwood Mall Whole Loan, the International Square Whole Loan, the
Fremaux Town Center Whole Loan (on and after the related Servicing Shift Securitization Date), the American Greetings HQ Whole
Loan (on and after the related Servicing Shift Securitization Date) and the Conrad Indianapolis Whole Loan.


 


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


 


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


 


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


 


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


 


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



 






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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or
that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to
recertify to the foregoing each time it accesses the Certificate Administrator’s Website.


 


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


 


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


 


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


 


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


 


“One Penn Center
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 18, 2016, by and between the
holders of the respective promissory notes evidencing the One Penn Center Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“One Penn Center
Mortgage Loan”: With respect to the One Penn Center 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 promissory note A-2.


 


“One Penn Center
Mortgaged Property”: The Mortgaged Property that secures the One Penn Center Whole Loan.


 


“One Penn Center
Pari Passu Companion Loan”: With respect to the One Penn Center Whole Loan, the Companion Loan evidenced by the related
promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on the One Penn Center Mortgaged Property.


 






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


 


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


 


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


 


“Operating Advisor Consulting
Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay) with respect
to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related Mortgagor
as a separately identifiable fee; provided, further, that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however, that
to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding
portion of the RR Interest have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such
fee shall be payable in full to the Operating Advisor as an expense of the Trust; provided, further, that the Master
Servicer or the 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 Mortgage Loan and REO Loan (but excluding each Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan and
each Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor Fee
Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
of (i) 0.00339%, except with respect to the 101 Hudson Street and Harlem USA Mortgage Loans, (ii) 0.00477% with respect to the
101 Hudson Street Mortgage Loan or (iii) 0.00486% with respect to the Harlem USA Mortgage Loan.


 


“Operating Advisor Standard”:
The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and for the benefit
of, the


 



    	 	 -91-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 



    	 	 -92-	 



     


    

 


(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. With respect to any Exchangeable Class Regular
Interest, the amount set forth under the heading “Exchangeable Certificates” in the preamble hereto.


 


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


 


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


 


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


 


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


 


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


 


“Other Exchange Act
Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the
Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other Pooling
and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-


 



    	 	 -93-	 



     


    

 


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 trust and servicing agreement or pooling and servicing agreement that creates a trust whose assets include
any Serviced Companion Loan. For the avoidance of doubt, each of the WFCM 2016-C36 Pooling and Servicing Agreement and the MSBAM
2016-C31 Pooling and Servicing Agreement shall be an Other Pooling and Servicing Agreement.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan), 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 Companion
Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan.


 


“Pass-Through Rate”:


 


(i) With respect to the Class
A-1 Certificates, the Class A-1 Pass-Through Rate;


 


(ii) with respect to the Class
A-2 Certificates, the Class A-2 Pass-Through Rate;


 


(iii) with respect to the Class
A-SB Certificates, the Class A-SB Pass-Through Rate;


 


(iv) with respect to the Class
A-3 Certificates, the Class A-3 Pass-Through Rate;


 



    	 	 -94-	 



     


    

 


(v) with respect to the Class
A-4 Certificates, the Class A-4 Pass-Through Rate;


 


(vi) with respect to the Class
A-S Certificates, the Class A-S Pass-Through Rate;


 


(vii) with respect to the Class
B Certificates, the Class B Pass-Through Rate;


 


(viii) with respect to the Class
C Certificates, the Class C Pass-Through Rate;


 


(ix) with respect to the Class
D Certificates, the Class D Pass-Through Rate;


 


(x) with respect to the Class
E-1 Certificates and the Class E-1 Regular Interest (and each Corresponding Exchangeable Component), the Class E-1 Pass-Through
Rate;


 


(xi) with respect to the Class
E-2 Certificates and the Class E-2 Regular Interest (and each Corresponding Exchangeable Component), the Class E-2 Pass-Through
Rate;


 


(xii) with respect to the Class
F-1 Certificates and the Class F-1 Regular Interest (and each Corresponding Exchangeable Component), the Class F-1 Pass-Through
Rate;


 


(xiii) with respect to the Class
F-2 Certificates and the Class F-2 Regular Interest (and each Corresponding Exchangeable Component), the Class F-2 Pass-Through
Rate;


 


(xiv) with respect to the Class
G-1 Certificates and the Class G-1 Regular Interest (and each Corresponding Exchangeable Component), the Class G-1 Pass-Through
Rate;


 


(xv) with respect to the Class
G-2 Certificates and the Class G-2 Regular Interest (and each Corresponding Exchangeable Component), the Class G-2 Pass-Through
Rate;


 


(xvi) with respect to the Class
H-1 Certificates and the Class H-1 Regular Interest (and each Corresponding Exchangeable Component), the Class H-1 Pass-Through
Rate;


 


(xvii) with respect to the Class
H-2 Certificates and the Class H-2 Regular Interest (and each Corresponding Exchangeable Component), the Class H-2 Pass-Through
Rate;


 


(xviii) with respect to the Class
X-A Certificates, the Class X-A Pass-Through Rate;


 


(xix) with respect to the Class
X-B Certificates, the Class X-B Pass-Through Rate; and


 


(xx) with respect to the Class
X-D Certificates, the Class X-D Pass-Through Rate.


 


The Pass-Through Rate with respect
to each Lower-Tier Regular Interest and the RR Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


No Class of Exchangeable Combined
Certificates will have a Pass-Through Rate, but will be entitled to receive the sum of interest distributable on the Corresponding
Exchangeable Components.


 



    	 	 -95-	 



     


    

 


“PCAOB”: The
Public Company Accounting Oversight Board.


 


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


 


“Percentage Interest”:
As to any Certificate (other than the Class R and Class V Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R
and Class V Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate
divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the
Closing Date. For these purposes on any date of determination, (i) the “Denomination as of the Closing Date” of any
Exchangeable Certificate or any Exchangeable Combined Certificate received in an exchange will be determined as if such Certificate
were part of the related Class on the Closing Date, (ii) the “Denomination as of the Closing Date” of any Exchangeable
Certificate or any Exchangeable Combined Certificate surrendered in an exchange will be determined as if such Certificate was not
part of the related Class on the Closing Date and (iii) the “initial Certificate Balance” of the related Class of Exchangeable
Certificates or Exchangeable Combined Certificates will be determined as if such Class consisted only of the Certificates composing
the Class on that date of determination and such Certificates had been outstanding as of the Closing Date. With respect to a Class R
or a Class V Certificate, the Percentage Interest is set forth on the face thereof.


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


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


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder),
regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or any of their respective Affiliates and


 



    	 	 -96-	 



     


    

 


having the required ratings, if any, provided for in this definition and which shall
not be subject to liquidation prior to maturity:


 


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


 


(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, (x)
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 and (y) the short-term debt obligations of which
are rated “A-1+” (or the equivalent) by S&P, (B) in the case of such investments with maturities of three
(3) months or less, but more than thirty (30) days, (x) the short-term obligations of which are rated in the highest short-term
rating category by Moody’s and the long-term obligations of which are rated at least “A1” by Moody’s and
(y) the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, (C) in the case
of such investments with maturities of six (6) months or less, but more than three (3) months, (x) 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 and (y) the long-term debt obligations of which are rated “AAA” or the equivalent
by S&P, and (D) in the case of such investments with maturities of more than six (6) months, (x) 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 and (y) the long-term debt obligations of


 



    	 	 -97-	 



     


    

 


which are rated “AAA” or the equivalent
by S&P (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) (or, in the case of any such Rating Agency as set forth in
sub-clauses (A)-(D) above, such other rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating
to the Certificates and any Serviced Companion Loan Securities);


 


(iii)        repurchase agreements or obligations with respect to any security described in clause (i) above where such security
has a remaining maturity of one (1) year or less and where such repurchase obligation has been entered into with a depository
institution or trust company (acting as principal) described in clause (ii) above;


 


(iv)        debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations
are rated in the highest applicable rating categories of each of Fitch and S&P and (A) if it has a term of three months or
less, the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term
obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not
in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than
six months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term
obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth
in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency), if the obligations mature within sixty (60) days; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount
of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)         commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) (1) in the case of such investments with maturities
of thirty (30) days or less, the short term obligations of which corporation are rated at least “A-1” by S&P, “P1”
by Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s, (2) in the case of such investments with maturities of three (3) months


 



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or less, but more than thirty (30) days,
the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1” by S&P if the obligations
mature within sixty (60) days), ”P1” by Moody’s and “F1+” by Fitch, 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), “AA-”
by Fitch (with a short-term rating of “F1” by Fitch) and “A2” by Moody’s, (3) in the case of such
investments with maturities of six (6) months or less, but more than three (3) months, the (A) 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), (B) 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,
and (C) the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which
corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (4) in the
case of such investments with maturities of more than six (6) months, (A) the short-term debt obligations of which are rated “A-1+”
(or the equivalent) 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), (B) 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, and (C) the short-term
obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch) (or, in the case of any such Rating Agency as set forth in this
paragraph, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates
and any Serviced Companion Loan Securities);


 


(vi)        money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the
Wells Fargo Advantage Heritage Money Market Fund), rated in the highest rating categories of each Rating Agency (if so rated by
each such Rating Agency) (and if not rated by Moody’s or Fitch, an equivalent rating (or higher) by at least two (2)
NRSROs (which may include Moody’s, Fitch and/or S&P)) and the highest money market fund category by Moody’s (or,
if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating
to the Certificates), which may include the investments referred to in clause (i) 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


 



    	 	 -99-	 



     


    

 


qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25); and


 


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


 


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


 


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


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the
Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting
the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not
cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that
is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement
are


 



    	 	 -100-	 



     


    

 


permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person
or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	 	 -101-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the Exchangeable Certificates,
the Exchangeable Combined Certificates and the RR Interest) and any Exchangeable Class Regular Interest (and,


 



    	 	 -102-	 



     


    

 


correspondingly,
the Exchange Certificates and the Exchangeable Combined Certificates), an amount equal to the sum of (a) the Principal Shortfall
for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate Principal Distribution Amount for such Distribution
Date.


 


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


 


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


 


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


 


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


 


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


 



    	 	 -103-	 



     


    

 


“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
or Risk Retention Consultation Party) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including
any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however,
that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or the Special
Servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)), and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder,
any information other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate
of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any
Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything to the
contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless be a Privileged
Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special Servicer Information
specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any information related
to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) and clause (ii) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; and provided, further,
that (a) the Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan
other than any Excluded Special Servicer Loan with respect to which the Special Servicer is a Borrower Party, and (b) the Certificate
Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage Loan including any Excluded
Special Servicer Loan; and provided, further, however, that any Excluded Controlling Class Holder shall be
permitted to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a


 



    	 	 -104-	 



     


    

 


Borrower Party (if such Excluded Information
is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated November 7, 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 related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage Loan Purchase Agreement
by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without
duplication, equal to:


 


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


 


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


 


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


 


(iv)        if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket


 



    	 	 -105-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“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)
“A-” by S&P, (b) “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating
by (A) two (2) other NRSROs (which may include S&P and/or Fitch) or (B) one (1) NRSRO (which may include S&P
or Fitch) and A.M. Best Company, Inc.) and (c) “A” by Fitch (or, if not rated by Fitch, at least “A-” or
an equivalent rating as “A-” by one (1) other nationally recognized


 



    	 	 -106-	 



     


    

 


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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable
to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating
Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and
(y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor
other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be
appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment
as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently
has a special servicer rating of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS
transaction rated by Moody’s (as to which CMBS transaction there are outstanding CMBS rated by Moody’s), (viii) is
not a special servicer that has been cited by Moody’s as having servicing concerns as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating
downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination
and (ix) the Special Servicer is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve (12) 30-day months);
(v) have a remaining term to stated maturity not greater than, and


 



    	 	 -107-	 



     


    

 


not more than five (5) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the
lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects
with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at
least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and
1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization period that extends to a date that is after the date five (5) years prior to the Rated Final
Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be
substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected
Mortgage Loan is not an Excluded Loan with respect to either the Directing Certificateholder or the Holder of the majority of the
Controlling Class, by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing Date;
(xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition
of a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion
of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material adverse
property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the
related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due.
In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described in clause (i)
shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan
shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided
that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of
the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor
Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate)
shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net
Mortgage Rate) of any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.


 


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


 



    	 	 -108-	 



     


    

 


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


 


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


 


“Rating Agency”:
Each of Moody’s, Fitch 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 Moody’s, Fitch and S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


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


 


“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 X-A, Class X-B and Class X-D Certificates and the RR Interest.


 



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“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 RR”:
Regulation RR under the Act, 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 S”:
Regulation S under the Act.


 


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


 


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


 


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


 


	
        Related
Certificates and Related Exchangeable Class Regular Interests 
	 	
        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



 



    	 	 -110-	 



     


    

 


	Related
    Certificates and Related Exchangeable Class Regular Interests 	 	Related
    Lower-Tier Regular Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E-1 Regular Interest	 	Class LE1 Uncertificated Interest
	Class E-2 Regular Interest	 	Class LE2 Uncertificated Interest
	Class F-1 Regular Interest	 	Class LF1 Uncertificated Interest
	Class F-2 Regular Interest	 	Class LF2 Uncertificated Interest
	Class G-1 Regular Interest	 	Class LG1 Uncertificated Interest
	Class G-2 Regular Interest	 	Class LG2 Uncertificated Interest
	Class H-1 Regular Interest	 	Class LH1 Uncertificated Interest
	Class H-2 Regular Interest	 	Class LH2 Uncertificated Interest
	RR Interest	 	LRR Uncertificated Interest


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit Z attached hereto.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, 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 “C-III Asset Management LLC, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, REO Account”. Any such account or accounts
shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
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 “Aggregate Principal Distribution Amount” shall be deemed
outstanding until recovered. Notwithstanding anything to the contrary, with respect to


 



    	 	 -112-	 



     


    

 


each Serviced Whole Loan, no amounts relating
to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 


“REO Property”:
A Mortgaged Property acquired by the 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).


 


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


 



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“Required Credit Risk
Retention Percentage”: 5%.


 


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


 


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


 


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


 


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


 


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


 


“Retained Certificate
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Required Credit Risk
Retention Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale
Remittance Amount transferred from the applicable sub-account of the Retained Certificate Gain-on-Sale Reserve Account to the Collection
Account for such Distribution Date pursuant to Section 4.01(f)(ii).


 


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


 


“Retained Certificate
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of
the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as


 



    	 	 -114-	 



     


    

 


Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, Retained Certificate Gain-on-Sale
Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“Retained Fee Rate”:
A rate equal to 0.00250% per annum with respect to each Mortgage Loan.


 



    	 	 -115-	 



     


    

 


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


 


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


 


“Retaining Sponsor”:
Morgan Stanley Mortgage Capital Holdings LLC, acting as retaining sponsor as such term is defined under § __.3(b) of Regulation
RR.


 


“Reverse Sequential
Order”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates
(other than the Exchangeable Certificates, the Exchangeable Combined Certificates and the RR Interest) and the Exchangeable Class
Regular Interests:


 


(A) first,
to the Class H-2 Regular Interest (and correspondingly, to the Class H-2 and Class H Certificates, pro rata based on their
respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the Corresponding Exchangeable
Components);


 


(B) second,
to the Class H-1 Regular Interest (and correspondingly, to the Class H-1 and Class H Certificates, pro rata based on their
respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the Corresponding Exchangeable
Components);


 


(C) third,
to the Class G-2 Regular Interest (and correspondingly, to the Class G-2, Class G and Class EFG Certificates, pro rata based
on their respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the Corresponding
Exchangeable Components);


 


(D) fourth,
to the Class G-1 Regular Interest (and correspondingly, to the Class G-1, Class G and Class EFG Certificates, pro rata based
on their respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the Corresponding
Exchangeable Components);


 


(E) fifth,
to the Class F-2 Regular Interest (and correspondingly, to the Class F-2, Class F, Class EF and Class EFG Certificates, pro
rata based on their respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the
Corresponding Exchangeable Components);


 


(F) sixth,
to the Class F-1 Regular Interest (and correspondingly, to the Class F-1, Class F, Class EF and Class EFG Certificates, pro
rata based on their respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the
Corresponding Exchangeable Components);


 


(G) seventh,
to the Class E-2 Regular Interest (and correspondingly, to the Class E-2, Class E, Class EF and Class EFG Certificates, pro
rata based on their


 



    	 	 -116-	 



     


    

 


respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the
Corresponding Exchangeable Components);


 


(H) eighth,
to the Class E-1 Regular Interest (and correspondingly, to the Class E-1, Class E, Class EF and Class EFG Certificates, pro
rata based on their respective Exchange Percentage Interests in such Exchangeable Class Regular Interest represented by the
Corresponding Exchangeable Components);


 


(I) ninth,
to the Class D Certificates;


 


(J) tenth,
to the Class C Certificates;


 


(K) eleventh,
to the Class B Certificates;


 


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


 


(M) thirteenth,
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.


 


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


 


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


 


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


 


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


 


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


 


“Routine Disbursement”:
As defined within the definition of “Major Decision”.


 



    	 	 -117-	 



     


    

 


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


 


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


 


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


 


“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 either (i) paid
by the


 



    	 	 -118-	 



     


    

 


Mortgagor as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace
Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the
extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.


 


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


 


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


 


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


 


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


 


“Serviced AB Mortgage
Loan”: For the avoidance of doubt, there are no Serviced AB Mortgage Loans related to the Trust.


 


“Serviced AB Whole Loan”:
For the avoidance of doubt, there are no Serviced AB Whole Loans related to the Trust.


 


“Serviced Companion
Loan”: Each of (a) the 101 Hudson Street Pari Passu Companion Loans, (b) the Harlem USA Pari Passu Companion Loan,
(c) The Orchard Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date), (d) the Fremaux Town Center
Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date), (e) the American Greetings HQ Pari Passu
Companion Loans (prior to the related Servicing Shift Securitization Date) and (f) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the 101 Hudson Street Pari Passu Companion Loans, (b) the Harlem USA Pari
Passu Companion Loan, (c) The Orchard Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date), (d)
the Fremaux Town Center Pari Passu Companion Loans (prior to the related Servicing Shift


 



    	 	 -119-	 



     


    

 


Securitization Date), (e) the American
Greetings HQ Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date) and (f) any AB Subordinate
Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Mortgage Loan”:
Each of (a) the 101 Hudson Street Mortgage Loan, (b) the Harlem USA Mortgage Loan, (c) The Orchard Mortgage Loan and (d) the
Fremaux Town Center Mortgage Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced Pari Passu
Companion Loan”: Each of (a) the 101 Hudson Street Pari Passu Companion Loans, (b) the Harlem USA Pari Passu Companion
Loan, (c) The Orchard Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date), (d) the Fremaux Town
Center Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date) and (e) the American Greetings HQ
Pari Passu Companion Loans (prior to the related Servicing Shift Securitization Date).


 


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


 


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


 


“Serviced Pari Passu
Mortgage Loan”: Each of (a) the 101 Hudson Street Mortgage Loan, (b) the Harlem USA Mortgage Loan, (c) The Orchard
Mortgage Loan (prior to the related Servicing Shift Securitization Date), (d) the Fremaux Town Center Mortgage Loan (prior to the
related Servicing Shift Securitization Date) and (e) the American Greetings HQ Mortgage Loan (prior to the related Servicing Shift
Securitization Date).


 


“Serviced Pari Passu
Whole Loan”: Each of (a) the 101 Hudson Street Whole Loan, (b) the Harlem USA Whole Loan, (c) The Orchard Whole
Loan (prior to the related Servicing Shift Securitization Date), (d) the Fremaux Town Center Whole Loan (prior to the related Servicing
Shift Securitization Date) and (e) the American Greetings HQ Whole Loan (prior to the related Servicing Shift Securitization Date).


 


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


 


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


 


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


 



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“Serviced Whole Loan”:
Each of (a) the 101 Hudson Street Whole Loan, (b) the Harlem USA Whole Loan, (c) The Orchard Whole Loan (prior to the related
Servicing Shift Securitization Date), (d) the Fremaux Town Center Whole Loan (prior to the related Servicing Shift Securitization
Date) and (e) the American Greetings HQ Whole Loan (prior to the related Servicing Shift 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: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) one (1)
business day after the “determination date” (or any term substantially similar thereto) as defined in the related Other
Pooling and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business
Day after the Due Date.


 


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


 


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


 


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


 



    	 	 -121-	 



     


    

 


cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor
Agreement or this Agreement.


 


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


 


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


 


“Servicing Fee Rate”:
With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any successor REO Loan, a per annum
rate equal to 0.00250% per annum plus the “Primary Servicing Fee Rate” set forth next to the related Mortgage Loan
on the Mortgage Loan Schedule, which fee includes, in each such case, the rate at which applicable master, primary (other than
any Non-Serviced Primary Servicing Fee Rate, which is not included therein) and sub-servicing fees accrue, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan or successor REO Loan in the same manner in which interest
is calculated in respect of such loans, and (ii) each Serviced Companion Loan, a per annum rate equal to 0.00250% (or, with
respect to each American Greetings HQ Pari Passu Companion Loan, 0.03000%); provided, that with respect to each Servicing Shift
Mortgage Loan, on and after the related Servicing Shift Securitization Date, the “Primary Servicing Fee Rate” with
respect to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per annum.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 



    	 	 -122-	 



     


    

 


“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 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 the 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 FF hereto. Exhibit FF
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of 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 Shift Lead
Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of
indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments
or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will
cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, The Orchard Pari Passu Note A-1, the Fremaux Town Center
Pari Passu Note A-1 and the American Greetings HQ Pari Passu Note A-1-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift Mortgage
Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced
under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced PSA entered
into in connection with the securitization, if any, of the related Servicing Shift Lead Note on the related Servicing Shift Securitization
Date. As of the Closing Date, each of The Orchard Mortgage Loan, the Fremaux Town Center Mortgage Loan and the American Greetings
HQ Mortgage Loan will be a Servicing Shift Mortgage Loan related to the Trust. After the last such Servicing Shift Securitization
Date, there will be no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing Shift Securitization
Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included
in a Non-Serviced Trust; provided that the holder of such Servicing Shift Lead Note provides each of the parties to this
Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice in
accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included in such
Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,


 



    	 	 -123-	 



     


    

 


Non-Serviced Special
Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. Each of the respective dates on which The Orchard Pari
Passu Note A-1, the Fremaux Town Center Pari Passu Note A-1 and the American Greetings HQ Pari Passu Note A-1-1 is included in
a securitization trust is a Servicing Shift Securitization Date related to the Trust (subject to the proviso in the immediately
preceding sentence).


 


“Servicing Shift Whole
Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift Mortgage
Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected
to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift
Lead Note on the related Servicing Shift Securitization Date. As of the Closing Date, The Orchard Whole Loan, the Fremaux Town
Center Whole Loan and the American Greetings HQ will be a Servicing Shift Whole Loan related to the Trust. After the last such
Servicing Shift Securitization Date, there will be no Servicing Shift Whole Loan related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion Loan,
the occurrence of any of the following events:


 


(i)          the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master
Servicer, on or before the due date of such Balloon Payment, documentation reasonably satisfactory in form and substance to the
Master Servicer or Special Servicer which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property
will occur within 120 days after the date on which such Balloon Payment will become due (provided that if either (x) such
refinancing or sale does not occur before the expiration of the time period for refinancing or sale specified in such documentation
or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any
Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time prior to such refinancing
or sale, a Servicing Transfer Event will occur immediately); or


 


(ii)         the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment
(other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or


 


(iii)        the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written
determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard
and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party
and only if no Control Termination Event has occurred and is


 



    	 	 -124-	 



     


    

 


continuing) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing) that a default in making any Periodic Payment
(other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage
Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for
at least sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance
with the Servicing Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination
the Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and
is continuing) or (B) following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan
with respect to such party and only if a Control Termination Event has occurred and is continuing but no Consultation Termination
Event has occurred and is continuing), that a default in making a Balloon Payment is likely to occur in the foreseeable future,
and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will
become due (or, if the Mortgagor has delivered, on or prior to the date on which the balloon payment will become due, documentation
reasonably satisfactory in form and substance to the Master Servicer or the Special Servicer which provides that a refinancing
of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty (120) days after the date
on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing Standard) or receives
from the Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make
in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect
to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B)
following consultation with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party
and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is
continuing) that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing
or sale or (B) such refinancing or sale is not likely to occur within one hundred-twenty (120) days following the date on
which such Balloon Payment will become due); or


 


(iv)        there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment,
the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan
documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the
related Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good
faith and


 



    	 	 -125-	 



     


    

 


reasonable judgment of the Master Servicer or the Special Servicer (and in the case of the Special Servicer (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only
if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing)), materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests
of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of any related Serviced Pari Passu Companion Loan
Holder), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced
Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


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


 


(vi)        the related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating
to all or substantially all of its property; or


 


(vii)       the related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed
a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its
creditors, or voluntarily suspended payment of its obligations; or


 


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


 


(ix)         the Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing
Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for so long as no Control Termination
Event has occurred and is continuing)) determines that (i) a default (including, in the Master Servicer’s or the Special
Servicer’s judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to
the related Mortgage Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18)
under


 



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the Mortgage Loan documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable,
(ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan
or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders
(or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied for the
applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default is capable
of being cured, for sixty (60) days;


 


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan
so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a
Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced
PSA.


 


“Significant Obligor”:
As defined in Section 11.16.


 


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of
any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date
on which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage
Loan documents.


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class F, Class G and Class H Certificates; provided, that the Certificate Balances
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and
Class D Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


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


 



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


 


“Special Servicing Fee
Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a
loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage
Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially
Serviced Loan; and (b) if the rate in clause (a) would result in a Special Servicing Fee with respect to any Mortgage
Loan that would be less than (i) $3,500 or (ii) with respect to any Mortgage Loan with respect to which the Risk Retention
Consultation Party is entitled to consult with the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced
Loan, and during the continuance of a Consultation Termination Event, $5,000, in each case, in any given month, then the Special
Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as would
result in a Special Servicing Fee equal to such amount set forth in clause (i) or (ii), as applicable, for such month
with respect to such Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


With respect to each Companion
Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan
as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


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


 


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


 


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


 



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“Subordinate Companion
Holder”: The holder of any AB Subordinate Companion Loan.


 


“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), an amount equal to the excess, if any,
of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance
of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the
same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be
determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


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


 


“Termination Purchase
Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included
in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then included in the
issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan),
as determined by an appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class and
(3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related


 



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Non-Serviced
PSA, the pro rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master
Servicer in accordance with clause (2) above.


 


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


 


“The Orchard Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of November 22, 2016, by and between the holders of
the respective promissory notes evidencing The Orchard Whole Loan, relating to the relative rights of such holders, as the same
may be further amended in accordance with the terms thereof.


 


“The Orchard Mortgage
Loan”: With respect to The Orchard Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage
Loan No. 5 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-2 and A-3.


 


“The Orchard Mortgaged
Property”: The Mortgaged Property that secures The Orchard Whole Loan.


 


“The Orchard Pari Passu
Companion Loans”: With respect to The Orchard Whole Loan, the Companion Loans evidenced by the related promissory note
A-1 and made by the related Mortgagor and secured by the Mortgage on The Orchard Mortgaged Property.


 


“The Orchard Pari Passu
Note A-1”: The Orchard Pari Passu Companion Loan evidenced by the related promissory note designated as promissory note
A-1. As of the Closing Date, The Orchard Pari Passu Note A-1 is held by Morgan Stanley Bank, N.A.


 


“The Orchard Pooling
and Servicing Agreement”: This Agreement, for so long as The Orchard Whole Loan is serviced pursuant to this Agreement
and, on and after the related Servicing Shift Securitization Date, the related Non-Serviced PSA for The Orchard Pari Passu Note
A-1.


 


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


 


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


 


“Transferable Servicing
Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with
respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the
sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing and
(ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject
to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable
Servicing Interest with respect to each Mortgage Loan is zero.


 



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


 


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


 


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


 


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


 


“Trust”: The
trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Capital I Trust 2016-BNK2”.


 


“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 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 Exchangeable Class Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Retained
Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent
transferred to the Trustee); (xi) the Lower-Tier Regular Interests and the Exchangeable Class Regular Interests; and (xii) the
proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no
Retained Defeasance Rights and Obligations will be an asset of the Trust.


 



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


 


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


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”: The
Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


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


 


“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 and the Mortgage Loans, the aggregate of the following: (a) all
Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in
each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


 



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“Upper-Tier REMIC”:
One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such amounts as shall
from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier REMIC Distribution
Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by
the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2016-BNK2,
Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the
date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the
Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b),
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding
such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for
purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor
pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b), taking
into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.05(a)) of the Principal Balance Certificates (other than the RR Interest), determined as of the Distribution
Date immediately preceding such time. None of the Class R or Class V Certificates or RR Interest will be entitled to
any Voting Rights.


 



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For purposes of such allocations,
the Corresponding Exchangeable Components with respect to each Exchangeable Class Regular Interest will be considered as if they
together constitute a single “Class”, and the Holders of any Class of Exchangeable Certificates or Exchangeable Combined
Certificates shall only have the Voting Rights so allocated to the Corresponding Exchangeable Components and no other 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 Pooling
and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of August 1, 2016, by and among 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.


 


“WFCM 2016-C36 Pooling
and Servicing Agreement”: That certain Pooling and Servicing Agreement, dated as of October 1, 2016, by and among Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, C-III
Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park
Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


“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.


 


“Whole Loan”:
Any of (i) the 101 Hudson Street Whole Loan, (ii) the Harlem USA Whole Loan, (iii) The Orchard Whole Loan, (iv) the Huntington
Center Whole Loan, (v) the One Penn Center Whole Loan, (vi) the Briarwood Mall Whole Loan, (vii) the International Square
Whole Loan, (viii) the Fremaux Town Center Whole Loan, (ix) the American Greetings HQ Whole Loan and (x) the Conrad Indianapolis
Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed Reimbursement
Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes (or, but for the making of three (3) Periodic Payments under its modified terms, would
then constitute) a Corrected Loan, together with (to the extent accrued


 



    	 	 -135-	 



     


    

 


and unpaid) interest on such Advances, to the extent that
(i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before
the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


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


 


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection (other
than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments
(other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment
Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“Yield Maintenance Charge”:
With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower
in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole
or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance
Charge may be.


 


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


 


(i)           All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be
made on the basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


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


 


(iii)         Any reference to the Certificate Balance of any Class of Principal Balance Certificates or Exchangeable Class Regular Interest
on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or


 



    	 	 -136-	 



     


    

 


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


 


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


 


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


 


[End of Article I]


 






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Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01         Conveyance
of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust,
without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other
than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related
to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase
Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest therein) or
the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the
related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the
Depositor’s interest therein); (vii) the 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 Depositor’s interest
therein); (viii) any Assignment of Leases and any security agreements (to the extent of the Depositor’s interest
therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all assets deposited in
the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the Lower Tier REMIC
Distribution Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Gain-on-Sale
Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in
such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest
in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to
the extent of the Depositor’s interest therein); (xii) the rights and remedies of the Depositor under each
Mortgage Loan Purchase Agreement (to the extent not covered by clause (ii) above); (xiii) the Lower Tier
Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the
related Mortgagor, and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the
“Conveyed Property”). Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on
the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date;
and (iii) with respect to those Mortgage Loans that were closed in November 2016 but have their first Due Date after


 



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November 2016, any interest amounts relating
to the period prior to the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property accomplished hereby
is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with
the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f),
(g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the
Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection
with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the
Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)          In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing
Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with
an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on
a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered
document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or
the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing
or recording) is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title
insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of
“Mortgage File”, to be a true and complete copy of the original thereof submitted for recording),


 



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with evidence of
filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within
such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the
applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90)
days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required
to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of
“Mortgage File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any other
reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording
thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance company to be
a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before the date set
forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the
Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required
to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the
assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x)
of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to
any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect
to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office the applicable filing or recording information as to the related document or instrument);
and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall
be subject to clause (e) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage
Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition
of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this


 



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Section 2.01(b) with respect to such assignment by delivering to the Custodian
with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except
for recording or filing information not yet available) to be sent for recording or filing; provided that an original or
copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian
as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect
to the delivery of a letter of credit in the manner described in clause (A) of clause (xii) of the definition
of “Mortgage File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the Custodian within ten (10)
Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit, the transfer
documentation and such transmittal communication to the issuing bank indicating that such document has been delivered to the issuing
bank for reissuance. If a letter of credit is not in a form that would allow the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable
Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following
receipt of written notification thereof. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any transfer fee required in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to the Master
Servicer on behalf of the Trust as required hereunder 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 reissued to the
Master Servicer on behalf of the Trust. Regardless of the manner of delivery, the related Mortgage Loan Seller is required pursuant
to the related Mortgage Loan Purchase Agreement to indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of such Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including
the right and power to draw on the letter of credit.


 


(c)          Except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense,
to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment
of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of
a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s
expense will, promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related
Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause
to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a
file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee
following recording or filing (or to


 



    	 	 -141-	 



     


    

 


the related Mortgage Loan Seller or its agent who will then be responsible for delivery of
the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related
Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall
be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after
receipt. If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements
of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled,
as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related
Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case
may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date,
the Custodian has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such
confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses
satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the
land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation
that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that
confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of
replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage
File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in the case of such Mortgage Loan Seller, originals or copies of all financial statements, operating
statements, appraisals, environmental reports, engineering reports, Insurance Policies, certificates, guaranty/indemnity agreements,
property inspection reports, escrow analysis, tax bills, third-party management agreements, asset summary and financial information
on the borrower/sponsor and any guarantor, but in any case excluding the applicable Mortgage Loan Seller’s internal communications
(including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents
prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client


 



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communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


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


 


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


 


(g)          With respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Marriott Albany”, “Holiday
Inn Express Savannah - Historic District”, “Hampton Inn & Suites Toledo Westgate” and “Holiday Inn
Express – Monroe, MI” on the Mortgage Loan Schedule, 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). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within one hundred-twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage
Loan Seller that no such replacement comfort letter has been received.


 



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(h)          Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading
such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event
later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate
(with a copy (which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the
electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)           Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with the Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant
to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earliest
of (i) 180 days after the Closing Date, (ii) the Servicing Shift Securitization Date, in which case such instruments shall be assigned
and recorded in accordance with the related Non-Serviced PSA, and (iii) the Servicing Shift Whole Loan becoming a Specially Serviced
Loan prior to the Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit
need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift
Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing
Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment
shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the
Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case
such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing
Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its
own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian
to deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other
than the original Note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced
Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian
of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or
such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause
(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name
of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required
to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled
to require the Master Servicer to transfer,


 



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and to cooperate with all reasonable requests in connection with the transfer of, the
Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition
of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


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


 


(b)          Within sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60)
days after the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused
to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation
Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Trustee, the Certificate
Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified
in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the
first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents specified in
clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage
Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from


 



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items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)          The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master 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 first proviso of the definition of “Mortgage File” herein
and Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based
on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct.


 


(d)          Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class and, with respect to any other
Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance
with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related
Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to
25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver
to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable,
shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer
that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two (2) 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


 



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required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the
Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of
a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the 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 (vi), (vii) and (xii) through (xviii) of the
definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or
any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented
purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one (1) state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two (2) or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing


 



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Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan that has two (2) or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in
the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in
a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)           If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable
Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter
until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with
particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating
items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)          If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from
any Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together
with a Repurchase Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable,
to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to
such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such
15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the
Master Servicer or the 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


 



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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-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2 requiring action
by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the
Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect
of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g)
with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide
any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage
File.


 


If the Depositor, 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 the Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such
repurchase or replacement.


 



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Section 2.03         Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.(a)The Depositor hereby represents
and warrants that:


 


(i)           The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)          Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)         The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)         There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)          After receipt of a Repurchase Request, the Special Servicer shall request in writing that the applicable Mortgage Loan Seller,
not later than ninety (90) days after


 



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(i) except in the case of the succeeding clause (ii), the applicable Mortgage
Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery
of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery
by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the
Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure
such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any
related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection
therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however,
that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee
or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition
of Mortgage File by a date not later than eighteen (18) months following the Closing Date, if such Material Defect is capable of
being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have
an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90)
day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage
Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)); provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan
other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the
reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that
such Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material
Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage
Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure,
repurchase and/or substitution obligations in respect of such Material


 



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Defect until eighteen (18) months after the Closing Date
for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate
Administrator no less than every ninety (90) days, beginning at the end of such Initial Cure Period, that such Material Defect
is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently
pursuing the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach
which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the
Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein,
and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period)
such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding
sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable
Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account. In the
event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b),
within five (5) days of request by the Special Servicer, the Master Servicer shall deliver a copy of the Servicing File with respect
to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller, in
connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant
to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and,
for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that is not an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class or a Servicing Shift
Mortgage Loan, in either case, with the consent of the Directing Certificateholder or the Holder of the majority of the Controlling
Class, the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied
in accordance with Section 3.05(g) of this Agreement. 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 and not previously paid by the Mortgage Loan Seller. If such Loss
of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure
such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Special Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this
paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising
any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement
or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage
Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase


 



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Price of the affected Mortgage Loan; and (iii) a
Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage
Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable
amount of any such costs and expenses incurred by the 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 by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously paid
by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided
that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and,
upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To
the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from
the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall
be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything
contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material Defect
or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase
or substitute for the related Mortgage Loan if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge
of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement,
or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this
Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the
Custodial Exception Report or


 



    	 	 -153-	 



     


    

 


possession of the Mortgage File) (iii) such delay precludes such Mortgage Loan Seller from curing
such Material Defect and (iv) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified
mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage. Notwithstanding the foregoing, if a Mortgage Loan is
not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility,
nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure
to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage Loan
Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in
lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition
of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)          Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document
in the Mortgage File to be deemed to have a Material Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that
appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to
be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording
thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage
was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the
definition of Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to create a complete
chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the
assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage
Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the
absence from the Mortgage File of any required letter of credit; or (f) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in sub-clauses (a) through (f) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted


 



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by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in sub-clauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File
or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant
to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01.


 


(d)          In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)          Section 5 of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03 provide the sole
remedy available to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement),
or the


 



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Trustee on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)           The Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to
such extent and at such time as the Special Servicer would require were it, in its individual capacity, the owner of the affected
Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable
Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances to the extent not otherwise provided
for herein. 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)(vii) herein out of general collections on the
Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a
Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization,
if applicable.


 


(g)          If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair the Special Servicer’s collection or recovery of principal, interest and other sums due with respect
to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special
Servicer may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with
the Servicing Standard.


 



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(h)          If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists
or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve
or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the
Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.


 


(j)           With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the 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


 



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both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)          (i)In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage
Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Special Servicer, and the Special Servicer shall promptly
forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject
to Section 2.03(l), the Special Servicer (the “Enforcing Servicer”) shall be the Enforcing Party
with respect to a Certificateholder Repurchase Request.


 


(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.


 


(iii)         In the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller
receives the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l)
below shall apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase
Request is sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the
case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of
their respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related
Mortgage Loan Purchase Agreement or as provided by law.


 


(l)           (i)After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder),
the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting
Certificateholder, if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and
to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who
shall make such


 



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notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate
Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (a “Proposed Course of Action”). Such notice shall include a request to Certificateholders to indicate
to the Enforcing Servicer their agreement with or dissent from such Proposed Course of Action, as well as notice that in the event
any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either
as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party)
the course of action agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the
matter to mediation or arbitration, as the case may be. If (a) the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan
Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the
applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or
any other Certificateholder (other than the holder of the RR Interest) or Certificate Owner does not agree with the dispute resolution
method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder
or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary
Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary
Dispute Resolution Election Notices supporting the Proposed Course of Action.


 


(ii)          If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled
to do so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)         Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder (other than of the RR Interest)
or Certificate Owner (each of clauses (a) and (b), a “Requesting Certificateholder”), the
Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention
to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the
Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting


 



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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 there are more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer,
and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Special Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the
Trust’s rights against the related Mortgage Loan Seller.


 


(vi)         Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain


 



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the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


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


 


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


 


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


 


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


 


(i)           The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)          The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The
Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)         Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 



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(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 fifteen (15)
years of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


(iii)         Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with
the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to
schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to


 



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be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and
submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related
Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies
not consistent with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages
in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution
Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration
(including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall
award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.
The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered
to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate
the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)       No person may bring a putative or certificated class action to arbitration.


 


(o)          The following provisions will apply to both mediation and third-party arbitration:


 


(i)           Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)          If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have
subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of
New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03,


 



    	 	 -163-	 



     


    

 


including all offers, promises, conduct and statements, whether oral or written, made in the
course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)         In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates
in such proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)          In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)         The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06.


 



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(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 Specially Serviced Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


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


 


(ix)          Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as 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 and the Grantor Trust. Concurrently with such
assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the
Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests
and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges 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 the Exchangeable
Class Regular Interests 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, the Exchangeable Certificates, the Exchangeable
Combined Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees,
of such Certificates in authorized Denominations evidencing (together with the Exchangeable Class Regular Interests) 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, the Exchangeable Certificates and the Exchangeable Combined Certificates and has caused the Certificate
Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and
the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing
beneficial ownership of their respective portions of the Grantor Trust.


 


Section 2.05         Creation of the Grantor Trust. The Class V Certificates, the Exchangeable Certificates, the Exchangeable Combined
Certificates and the RR Interest are hereby designated as undivided beneficial interests in their respective portions of the Trust
Fund


 



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consisting of their interests in (i) with respect to the Class V Certificates, the Class V Specific Grantor Trust Assets,
(ii) with respect to each Class of Exchangeable Certificates and Exchangeable Combined Certificates, the Exchangeable Specific
Grantor Trust Assets bearing the same alphanumeric designation and (iii) with respect to the RR Interest, the RR Interest Specific
Grantor Trust Assets. Such portions of the Trust Fund shall be treated as a grantor trust within the meaning of subpart E,
part I of subchapter J of the Code.


 


[End of Article II]


 


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)The Master Servicer and Special Servicer shall diligently service
and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the REO
Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated (as provided below) to service
in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case of a Serviced Whole Loan, the
related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders
and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests),
as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans (as determined by
the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law,
the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the
related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan,
taking into account the subordinate or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan,
in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement
shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any
action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer
or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent
with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in
the same manner in which, and with the same care, skill, prudence and diligence with which 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


 



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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 and a Non-Serviced Companion
Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held
by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that
the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an
Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage
Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may
have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to
repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of
their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and the Special
Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has
occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect
to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the


 



    	 	 -167-	 



     


    

 


related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not
have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this
Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by
the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the
terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any
related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect
the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect
of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicer and the Special Servicer 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 (with respect to (x) Major Decisions on the Mortgage
Loans and (y) the Specially Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if applicable,
the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and


 



    	 	 -168-	 



     


    

 


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 be furnished, to the Master Servicer or the Special Servicer any
powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable
(or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other
documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the 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 the 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.


 



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(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 that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the 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 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, the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan
Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related
Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases shall be
paid by the related Mortgagor.


 



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With respect to letters of credit
delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”,
(a) within sixty (60) days or such shorter period as is required by the terms of such letter of credit or other applicable
Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the Master Servicer
on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the
Closing Date, the Master Servicer shall present such letter of credit and the related assignment documentation delivered by the
Mortgage Loan Seller in accordance with such subclause of the definition of “Mortgage File” to the letter of credit
bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in the name of “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2”. The Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from
the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing
Date. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the Master Servicer, including
without limitation by delivering such additional assignment or amendment documents required by the issuing bank in order to reissue
a letter of credit as provided above.


 


If a letter of credit is required
to be drawn upon earlier than the date that the letter of credit has been revised as contemplated in the preceding sentence, such
Mortgage Loan Seller shall cooperate with the reasonable requests of the 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 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.


 


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


 



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(g)          Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)          Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)           The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder, in accordance
with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion Loan and then,
pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding
principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan.


 


(j)           Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with
respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund
shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date
such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of any Serviced
Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long
as a separate servicing agreement (pursuant to the related


 



    	 	 -172-	 



     


    

 


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.


 


(m)         Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict


 



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between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)          [RESERVED.]


 


(o)          For the avoidance of doubt, none of the Master 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.


 


(p)          Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money
to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from and otherwise generally engage
in any kind of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to
this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


 


Section 3.02         Collection of Mortgage Loan Payments.(a)The Master Servicer and the Special Servicer shall each make reasonable efforts
to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage
Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and the Special Servicer shall be permitted to take any enforcement action with respect
to the failure of the related Mortgagor to make any payment of Excess Interest to the extent permitted under the related Mortgage
Loan documents; provided, further, that the Master Servicer or the Special Servicer, as the case may be, may take
action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan
documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection
with any delinquent payment on a Mortgage Loan or Serviced Companion Loan 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 Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing
waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to
such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage
Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be,
has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed


 



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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 the 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 the Special Servicer,
as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing
Certificateholder; provided, further, that the Directing Certificateholder shall not have any consent or consultation
rights with respect to any Mortgage Loan that is an Excluded Loan as to such party with respect to the foregoing waivers.


 


(b)          (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing
under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however,
that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to
the extent otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts
collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor,
Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan,
exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement)
shall be applied in the following order of priority:


 


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third, to
the extent not previously allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest
and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
third that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related


 



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Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth, to
the extent not previously allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not
been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


twelfth, as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required under
the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents)


 



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with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a
time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed
125% following any partial release (based solely on the value of real property and excluding personal property and going concern
value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee)
must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required
by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion
Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced
Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order;
provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with
respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement
and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)          Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued
and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest and
Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the
applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (i) of this clause third that either (A) was not advanced because of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage
Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 






    	 	 -177-	 



     


    

 


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


 


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net
Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount
in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of the prior paragraph on earlier dates);


 


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


 


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


 


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


 


ninth, as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth, in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the
foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to
the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(iii)         Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 



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(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 the 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 the Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or the 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)          In connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has
the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)           Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, and, with respect to the Servicing Shift
Mortgage Loan, promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate
Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master
Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that,
as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement
and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds,
deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 



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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 received by it shall be
deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan
documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be
held for the benefit of the Certificateholders and the related Serviced Companion Noteholder 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 related Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in
no event shall the 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 Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage
Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each related
Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all
bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the
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


 



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Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any
reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of
such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)          In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall
deliver to the Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation
in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably


 



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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 within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment
to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for
all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually
made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance,
together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master
Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did.
Notwithstanding the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse
the Special Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the
Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer
as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed
to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special Servicer
that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on
such determination; provided that the determination shall not be 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,
and such determination shall 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


 



    	 	 -182-	 



     


    

 


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 the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that
in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement
of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge
that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances
with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement
for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid
interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA
and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          In connection with its recovery of any Servicing Advance out of the 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


 



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funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)          To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04         The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Exchangeable Class Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account.(a)The Master Servicer
shall establish and maintain, or cause to be established and maintained, the 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 (2nd) Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a period subsequent thereto:


 


(i)           all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 



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(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 Holder of the majority of the
Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          any amounts required to be transferred from the 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 the 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


 



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therein, it may at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors on Specially
Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of the foregoing
amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance
with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property shall
be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account,
pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver
any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments
in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer
shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give written notice to the
Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior
to any change thereof.


 


(b)          The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
in trust for the benefit of the Certificateholders (other than Holders of the Class V Certificates), (ii) the Upper-Tier
REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates),
(iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates and
the RR Interest and (iv) the Exchangeable Class Distribution Account in trust for the benefit of the Holders of the Exchangeable
Certificates and the Exchangeable Combined 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 Aggregate 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 Aggregate Available Funds) for the related Distribution Date and
(y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the
Collection Account maintained by the Master Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


 


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. Funds in the Companion
Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall separately
track for each


 



    	 	 -186-	 



     


    

 


Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such Serviced
Companion Loan.


 


On each Serviced Whole Loan Remittance
Date, (1) first, 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 in respect of, the applicable Serviced Companion Loan
prior to such date and deposit such amount in the Companion Distribution Account; provided, however, that in no event
shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or
reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related
Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k).
With respect to any Serviced Whole Loan, in the event the Master Servicer has received written notice that an Other Servicer or
Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and the Master
Servicer subsequently receives Late Collections in respect of such payment, the Master Servicer shall remit to the applicable Other
Servicer or Other Trustee, within two (2) Business Days following receipt of such Late Collections in properly identified funds,
the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the related
Intercreditor Agreement.


 


The Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account,
the Retained Certificate Gain-on-Sale Reserve Account, the Exchangeable Class Distribution 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);


 



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(iv)         any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of business
(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the Gain-on-Sale
Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution
Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or the Exchangeable Class Distribution
Account shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by
the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution
Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered
by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2016-BNK2,
Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2 as their interests may appear”, or in the name of any successor
trustee, as Trustee for the Holders of the Morgan


 



    	 	 -188-	 



     


    

 


Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special
Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall
be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date, the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account and the Exchangeable Class 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 and the Retained Certificate Gain-on-Sale Reserve Account prior
to any change thereof.


 


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


 


(c)          Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class V


 



    	 	 -189-	 



     


    

 


Certificates and the RR Interest. The
Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible
Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit
in the Excess Interest Distribution Account an amount equal to the Excess Interest received by the Master Servicer prior to the
Determination Date for the applicable Collection Period.


 


(d)          Following the distribution of the applicable portions of Excess Interest to Holders of the Class V Certificates and the
RR Interest, as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which
pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution
Account.


 


(e)          The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders (other than
Holders of the RR Interest) and (ii) the Retained Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of the
RR Interest. Each of the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall be maintained
as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Certificate Administrator.


 


Upon the disposition of any REO
Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit (i) the Non-Retained
Percentage of such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account and (ii) the Required
Credit Risk Retention Percentage of such funds to the Certificate Administrator for deposit into the Retained Certificate Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the
related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)           Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into the Retained
Certificate Gain-on-Sale Reserve Account.


 


(g)          The Certificate Administrator shall establish and maintain the Exchangeable Class Distribution Account, in its own name
on behalf of the Trustee, in trust for the benefit of the Holders of the Exchangeable Certificates and the Exchangeable Combined
Certificates, which shall be an asset of the Trust and the Grantor Trust, but shall not be an asset of any Trust REMIC. The Exchangeable
Class Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible Account. The
Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the Exchangeable Class Distribution
Account in accordance with Article IV of this Agreement.


 



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(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 Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section 3.05         Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.(a)The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)           (A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited
with respect to the Companion Loans;


 


(ii)          (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National
Association if Wells Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a))
unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any
Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received
on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and


 



    	 	 -191-	 



     


    

 


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 outstanding principal balances, or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then, from the Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis) and then
out of general collections on the Mortgage Loans and REO Properties, (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 of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a


 



    	 	 -192-	 



     


    

 


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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan
in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(v)          to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement


 



    	 	 -193-	 



     


    

 


thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in the case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any
Serviced Pari Passu Companion Loans on a pro rata and pari passu basis and provided, further, that,
in the case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement
shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that,
with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following
a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


 


(vi)         at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be,


 



    	 	 -194-	 



     


    

 


any interest accrued and payable thereon; provided that in all events, subject
to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds
actually distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and AB Subordinate Companion Loans);


 


(vii)        to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of a Mortgage Loan
Seller or any other obligation of such Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of such Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)       in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of a Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in the case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any
Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out
of general collections with respect to the Mortgage Loans;


 


(ix)          to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and


 



    	 	 -195-	 



     


    

 


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 the case
of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any
Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out
of general collections with respect to the Mortgage Loan;


 


(x)           to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in
accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)          to recoup any amounts deposited in the Collection Account in error;


 


(xii)         to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced


 



    	 	 -196-	 



     


    

 


Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any
Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out
of general collections with respect to the Mortgage Loans;


 


(xiii)        to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the
Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from
the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
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(g);


 


(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);


 



    	 	 -197-	 



     


    

 


(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(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)      to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


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


 


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


 


(xx)         [RESERVED];


 


(xxi)        to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)       to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


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 Paying Agent or any other applicable party to the applicable Non-Serviced
PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA.


 


The Master Servicer shall keep
and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose of
justifying any withdrawal from the Collection Account.


 


The Master Servicer shall pay
to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
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 an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee, the


 



    	 	 -198-	 



     


    

 


Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account.


 


Notwithstanding anything to the
contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not
specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion
Loan, as applicable.


 


(b)          The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)           to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


(ii)          to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)         to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, 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 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(f) or Section 10.01(l) 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);


 



    	 	 -199-	 



     


    

 


(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(g);


 


(vi)         to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the
Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)        to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein;


 


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


 


(ix)          termination of this Agreement pursuant to Section 9.01.


 


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


 


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


 


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


 


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


 


(e)          The Certificate Administrator shall make, or be deemed to make, withdrawals from the Exchangeable Class Distribution Account
to make distributions to Certificateholders holding Exchangeable Certificates or Exchangeable Combined Certificates pursuant to
Section 4.01 or Section 9.01, as applicable, subject to the next-to-last paragraph of Section 3.04(b).


 


(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 amounts
due to the Certificate Administrator listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator
Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after
payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts
on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full


 



    	 	 -200-	 



     


    

 


amount of
such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if
amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed
in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall
be paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer,
third to the Master Servicer and then to the Operating Advisor.


 


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


 


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


 


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


 


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


 


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


 


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


 



    	 	 -201-	 



     


    

 


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 (i)-(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


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


 


Section 3.06         Investment of Funds in the Collection Account and the REO Account.(a)The Master Servicer may direct any depository
institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this
Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the REO Account (also for purposes of this Section 3.06, an “Investment Account”) to
invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the
date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on
behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of
the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or
for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of
amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, the Loss of Value Reserve Fund or
the REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC
(such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC),
the Master Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the
Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the


 



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Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall:


 


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


 


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


 


(b)          Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related
to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect
to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at
its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment
income realized on funds deposited in the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or
for the 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 the case may be, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master
Servicer or the Special Servicer, as the case may be, and on deposit in any of the Collection Account, the Companion Distribution
Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection
Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer
(in the case of the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer
shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible


 



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Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)          Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to more than 50% of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07         Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.(a)The Master Servicer (with respect
to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan),
and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage
Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and
except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as the case may be). If the
Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required
Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property)
shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates. Any determination that such insurance coverage is not available or not available
at commercially reasonable rates shall be made with the consent of the Directing Certificateholder (prior to the occurrence and
continuance of any Control Termination Event) (or, with respect to any Serviced AB Whole Loan, if the Directing Certificateholder’s
consent is required and prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the
holder of the related AB Subordinate Companion Loan) and, after consultation by the Special Servicer with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in the case of the Directing Certificateholder and Risk Retention Consultation Party, other
than with respect to any Excluded Loan as to such party). Such determination shall be made by the Master Servicer (with respect
to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related
Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however, that
if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain,
as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place
at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master Servicer
shall be obligated to use efforts


 



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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 the consent of the Directing Certificateholder (unless a Control
Termination Event has occurred) and after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant
to Section 6.08(a) (in each case, other than with respect to any Excluded Loan as to such party)) and only in the event
the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as
the case may be, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and the Special Servicer
shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance
is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed
or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain
for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required
of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines with the consent of the Directing
Certificateholder (prior to the occurrence and continuance of a Control Termination Event) and after consultation by the Special
Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case other than with respect
to a Mortgage Loan that is an Excluded Loan as to such party) that such insurance is not available at commercially reasonable rates
or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case
such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the second
sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance
Policies. Any amounts collected by the Master Servicer or the 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


 



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Mortgage Loan) (i) if the Mortgagor defaults on its obligation
to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account)
and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that
the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining
any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer
as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the
contrary, the Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake
or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in
accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions;
provided that the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether
such policies contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified
in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify
the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such
knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B)
above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B)
above. If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance
Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely
on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of the 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


 



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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 or to consult with the Risk Retention Consultation Party
pursuant to Section 6.08(a), 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 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


 



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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)          The Master Servicer and the Special Servicer shall each obtain and maintain at its own expense and keep in full force and
effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or
errors or omissions. Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations 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 “A-“ or its equivalent by S&P, “A3” by Moody’s 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 a fidelity bond and an “errors and omissions” insurance
policy. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the
Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer
and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be,
and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)          At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is
available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the


 



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lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master
Servicer shall promptly make a Servicing Advance for such costs.


 


(e)          During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior
to the occurrence and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party
pursuant to Section 6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded
Loan as to such party)) in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance
which is available under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect
to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)           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.


 


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


 


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


 


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


 


for so long as such Mortgage
Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and if such matter does not involve a Major Decision) or the Special Servicer (in all other cases), 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


 



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Standard or (b) waive any right to exercise such rights, provided that (i) (A) if such Mortgage
Loan is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class
and if no Control Termination Event shall have occurred and be continuing, the prior written consent (or deemed consent) of the
Directing Certificateholder shall have been obtained if and to the extent required by, and pursuant to the process described under,
Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class, a Control Termination Event shall have occurred and be continuing, and no
Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing
Certificateholder if and to the extent required pursuant to Section 6.08(a) and (ii) with respect to any Mortgage Loan
(x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater
than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with
all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with
the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans outstanding (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided,
however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii), such Mortgage
Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any Specially
Serviced Loan that is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority
of the RR Interest, prior to the occurrence and continuance of a Consultation Termination Event, upon request of the Risk Retention
Consultation Party with respect to any individual triggering event, the Special Servicer shall consult on a non-binding basis with
the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing
Certificateholder with respect to the above described “due-on-sale” matters.


 


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related
rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may be,
shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced


 






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Companion
Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions are satisfied,
then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on
behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions
have been satisfied.


 


Upon receiving a request
for any matter described in this Section that constitutes a Major Decision with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan, except with respect to clause (xi) of the definition of “Major Decision”) that is not a Specially Serviced
Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the Major Decision.


 


(b)          
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)          
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


for so long as such Mortgage
Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and if such matter does not involve a Major Decision) or the Special Servicer (in all other cases), on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) (A) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class and if no Control Termination Event shall have occurred and be continuing, the prior written
consent (or deemed consent) of the Directing Certificateholder shall have been obtained if and to the extent required by, and pursuant
to the process described under, Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, a Control Termination Event shall have occurred
and be


 






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continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (ii) with
respect to any Mortgage Loan that (v) has an outstanding principal balance that is greater than or equal to 2% of the Stated
Principal Balance of the outstanding Mortgage Loans, (w) has an LTV Ratio greater than 85% (including any existing and proposed
debt), (x) 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 (y) is one of the ten (10) largest Mortgage Loans (by Stated Principal Balance) or (z) has a Stated Principal
Balance greater than $20,000,000, the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action,
shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, however, that with respect to sub-clauses (v), (w), (x) and (y) of this
sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether a Control
Termination Event has occurred and is continuing), the Master Servicer or the Special Servicer, as the case may be, shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any Specially
Serviced Loan that is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority
of the RR Interest, prior to the occurrence and continuance of a Consultation Termination Event, upon request of the Risk Retention
Consultation Party with respect to any individual triggering event, the Special Servicer shall consult on a non-binding basis with
the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing
Certificateholder with respect to the above described “due-on-encumbrance” matters.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to
any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of
this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make the related Mortgagor
bear such costs and expenses.


 






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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
Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced
Loans), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section that constitutes a Major Decision with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan, except with respect to clause (xi) of the definition of “Major Decision”) that is not a Specially Serviced
Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the Major Decision.


 


(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect
to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          
[RESERVED].


 


(f)          
The Special Servicer shall process requests for waivers of “due-on-sale” or “due-on-encumbrance”
provisions with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage Loans (and
any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process requests for
waivers of “due-on-sale” or “due-on-encumbrance” provisions with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan


 






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that,
in either case, is not a Specially Serviced Loan and does not involve a Major Decision. The Master Servicer and Special Servicer
may mutually agree that a request for a waiver of a “due-on-sale” or “due-on-encumbrance” provision that
constitutes a Major Decision shall be processed by the Master Servicer, subject to the Special Servicer’s consent. Neither
the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any “due-on-sale” or
“due-on-encumbrance” clause without (x) (i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the
extent required by, and pursuant to the process described under Section 6.08(a) or (y) (i) after the occurrence and during the
continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, but prior to a Consultation Termination Event, the Special
Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) hereof.


 


(g)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) that the applicable conditions in the
related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances 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 and Section 3.24,
subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective rights pursuant
to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the
Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the 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


 






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Servicing
Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together with
accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special
Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or
expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property,
as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors
described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all
such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the
Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a
Servicing Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)           the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


 


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


 


(i)           
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the 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


 






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and,
if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property
in compliance with such laws, and


 


(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect
to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after
consultation with the Risk Retention


 






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Consultation
Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance of a Control Termination
Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period,
but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect to any Excluded
Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage,
provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to
the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder
and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior to the occurrence and continuance
of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Party other
than with respect to any Excluded Loan as to such party), in writing of its intention to so release such Mortgaged Property and
the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders
of Certificates entitled to more than 50% of the Voting Rights shall have consented or have been deemed to have consented to such
release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s
Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To
the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the 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 and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan
as to such party), 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


 






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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 and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention
Consultation Party, other than with respect to any Excluded Loan as to such party) and the Master Servicer and in no event later
than the next succeeding P&I Advance Determination Date.


 


Section 3.10      Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.(a)Upon the payment in full of any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as
the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer
or the 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 the Special Servicer, as the case
may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the
related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated


 






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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 Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11      Servicing
Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the
Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan
constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same
manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such
Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any
Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related
Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to
be serviced and administered under this Agreement notwithstanding such Liquidation Event,


 






    	 	 -219-	 



     


    

 


then
the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing
Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan
and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master
Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of
that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor:


 


(i) 100% of Excess
Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer
Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially Serviced Loan
which matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such Excess Modification Fees,


 


(ii) 100% of all
assumption application fees (if the Master Servicer processes the related assumption) and other similar items received on any Mortgage
Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) and 100% of all defeasance fees (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that
the Special Servicer is entitled to under this Agreement); and


 


(iii) 100% of assumption,
waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees) pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) relating to
Master Servicer Decisions; and for any matter for a Mortgage Loan (including any related Companion Loan) that is not a Specially
Serviced Loan which matter involves a Major Decision, then the Master Servicer shall be entitled to 50% of such assumption, waiver,
consent and earnout fees and other similar fees.


 






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In addition, the Master
Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges, amounts
collected for checks returned for insufficient funds and reasonable review fees in connection with any Mortgagor request to the
extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in 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 on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be
paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to
the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own
funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against
hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection
Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion Loan (and
any successor REO Loan); provided, however, that in the event of any resignation or termination of the Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in
excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly
subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to
the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment
of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association, as Master
Servicer, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating
to a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special


 






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Servicing
Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the
Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the
same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO
Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan
basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not
be transferred in whole or in part except in connection with the transfer of all of the 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 other similar items received with respect to Specially Serviced Loans or Non-Specially serviced
Loans if the Special Servicer processes the assumption,


 


(iii) 100% of 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 on Specially Serviced
Loans,


 


(iv)  100% of assumption
fees and other similar fees received with respect to Specially Serviced Loans, and


 


(v) 50% of all Excess
Modification Fees and assumption, waiver, consent and earnout fees pursuant to Section 3.08 or Section 3.18
received with respect to any Mortgage Loans (other than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu
Companion Loan(s)) that are not Specially Serviced Loans to the extent that the matter involves a Major Decision,


 


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-


 






    	 	 -222-	 



     


    

 


Serviced Mortgage Loan) reasonable review fees
in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents,
and only to the extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for
so long as it remains a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected
over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled
to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion
Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in
full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected
Loan. 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 (3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan
as a result of the Mortgagor making such three (3) consecutive timely Periodic Payments. The successor special servicer will not
be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and
Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary,
the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds
on any Mortgage Loan. Notwithstanding the foregoing, with respect to any


 






    	 	 -223-	 



     


    

 


Companion Loan, the Liquidation Fee, Workout Fee and Special
Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also
be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums
for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to
the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with
respect to a Non-Serviced Whole Loan 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) (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 or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant
to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of
the Trust in accordance with this Section 3.11(d).


 






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If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer
shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially
Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable
Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation or have such rights and
obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization
Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing
Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift
Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect
to such Servicing Shift Whole Loan.


 


(e)          
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within one (1) Business Day 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 Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11;
provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) 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.


 






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Section 3.12      Inspections;
Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be
performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at
least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in
each case, commencing in the calendar year 2017 (and each Mortgaged Property shall be inspected on or prior to
December 31, 2018); provided, however, that if a physical inspection has been performed by the Special
Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged
Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so
long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to
the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from
the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole
Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a
Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the
Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate
Companion Loans), in each case, prior to being payable out of general collections. 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 the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse
change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from
the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any
visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is
evident from the inspection and (v) photographs of each inspected Mortgaged Property. The 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 (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days
after request for copies of such


 






    	 	 -226-	 



     


    

 


reports
by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in
electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating
Agencies) that are Privileged Persons. 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) (except, after the occurrence and continuance of a Consultation Termination Event or with respect
to any Specially Serviced Loan that is an Excluded Loan as to such party).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent
rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master
Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected
to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each
case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30
of each year commencing 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 the case may be, shall deliver electronic copies of such items to the Certificate
Administrator to be posted on the Certificate Administrator’s Website.


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that
are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)           
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45)
days of receipt of such quarterly operating statement for the quarter ending March 31, 2017, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property
as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the


 






    	 	 -227-	 



     


    

 


first
calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC®
guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such
analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such
Mortgaged Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC®
Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic format)
of each CREFC® Operating Statement Analysis Report and the related operating statements (in each case, promptly
following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan) and the Special Servicer.


 


(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, 2017,
a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the
computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master
Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and the related operating statements
or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and
the Special Servicer.


 


(c)          
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder and the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and
any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer
in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date,
which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report,
(iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI


 






    	 	 -228-	 



     


    

 


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 December 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 the 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 December 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 December 2016, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic
format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC®
Appraisal Reduction Template. In no event shall any report described in this subsection be required to reflect information
that has not been collected by or delivered to the 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 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


 






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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 the 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 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 Mortgaged Properties. The Master Servicer and the 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) 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
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


 






    	 	 -230-	 



     


    

 


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 the 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 the 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 the Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate
Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor
Certification to the Master Servicer or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically)
or make available at the expense of such Certificateholder or holder of such AB 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 an AB Subordinate Companion Loan, as the case may be) obtained
by the Master


 






    	 	 -231-	 



     


    

 


Servicer
or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the
Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that such
Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance
and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may
have under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)         
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


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


 


 (A)      the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


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


 


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


 


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


 


 (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”;


 






    	 	 -232-	 



     


    

 


 (A)      any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


 


(iii)          The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


 (A)      all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


 (B)      the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


 (C)      all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


 (A)      summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


 (B)      all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


 


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


 


(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);


 






    	 	 -233-	 



     


    

 


 (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 the 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
or is terminated;


 


 (P)       any notice of the occurrence of an Operating Advisor Termination Event;


 






    	 	 -234-	 



     


    

 


 (Q)      any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


 (R)      any assessments of compliance delivered to the Certificate Administrator; and


 


 (S)      any attestation reports delivered to the Certificate Administrator;


 


 (T)      any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


 (U)      any Proposed Course of Action Notice;


 


(vi)          the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)        the “Risk Retention” tab relating to any notices as to ongoing compliance by each Retaining Party with the retention
and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of compliance with credit
risk retention regulations;


 


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


 


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


 


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


 






    	 	 -235-	 



     


    

 


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 form of Exhibit P-1D and upon delivery to the
Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F,
which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other
than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, the Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
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, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall
be entitled to


 






    	 	 -236-	 



     


    

 


conclusively
assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling Class are not Excluded
Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator, as the case may be, has received a notice substantially in the form of Exhibit P-1E from the Directing
Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the
Master 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 the case may be, did not receive prior written notice that the related
Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate
Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master 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, the Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of the Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


To the extent the Risk
Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be)
a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or


 






    	 	 -237-	 



     


    

 


Holder
of an RR Interest shall be deemed to have agreed that it (i) will not directly or indirectly provide any such information
to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or Holder
of an RR Interest or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any such Excluded Loan) shall be considered information that is aggregated with information
of other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information 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-BNK2” 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;


 






    	 	 -238-	 



     


    

 


(iv)          any environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)         any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


(xiii)        any notice of a Servicer Termination Event or termination of 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)(ix);


 


(xvi)        any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information
delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating
Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans,
any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement
or any applicable Intercreditor


 






    	 	 -239-	 



     


    

 


Agreement;
provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was
held pursuant to Section 3.13(f);


 


(xviii)      any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g);
Section 11.09 or Section 11.10; and


 


(xix)         any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information
will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time,
on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5
Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered
is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the
event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and
the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider,
as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification
in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information
Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to
(866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “MSC 2016-BNK2” in the subject
line).


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


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


 






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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 provide a mechanism to 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.


 


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-BNK2” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(e)          
The Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional
information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited
by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including,
without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. The Master Servicer
and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the
Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially
in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the Special Servicer’s website, and (B) acknowledge that the
Master Servicer or the Special Servicer may


 






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


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be 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 the Special Servicer, as the case may be.


 


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


 


(g)         
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention
Consultation Party (in each case, other than, prior to the occurrence and continuance of a Control


 






    	 	 -242-	 



     


    

 


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


 


(h)          
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as the case may be, (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 the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the
Rating Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to
the Certificates; provided, however, that the Rating Agencies may use information delivered under this clause (z)
for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised
of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5
information provider’s website that they have access to) other than pursuant to this Section 3.13(h).


 


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


 


Section 3.14      Title to REO Property; REO Account.(a)If title to any Mortgaged Property is acquired (directly or through a single
member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall
be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures,
and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the
related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan
is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension
of time no later than sixty (60) days prior to


 






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the
close of the third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions)
and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell
such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the
Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the
close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If the
Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the
Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion
of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by
clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


(b)          
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day
after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of
the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day
preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the
Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate
of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals
made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the
REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance
Date), the Special Servicer shall provide the


 






    	 	 -244-	 



     


    

 


Master
Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account on such date.
The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date (or with respect
to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)         
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15      Management of REO Property.(a)If title to any REO Property is acquired, the Special Servicer shall manage, conserve,
protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders
and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its
timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result
in an Adverse REMIC Event. Subject to the foregoing, however, the 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 earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property
or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be
deposited on a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds)
in the REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from
the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper
operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any ground rents in respect of such REO Property, if applicable; and


 






    	 	 -245-	 



     


    

 


(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 the Directing Certificateholder (with respect to the Directing Certificateholder,
in respect of any Mortgage Loan other than an Excluded Loan as to such party, and prior to the occurrence and continuance of a
Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          
Without limiting the generality of the foregoing, 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.


 


(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;


 






    	 	 -246-	 



     


    

 


(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, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to
the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable
(but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time,
adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each instance
in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including, without
limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state
of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial
fair value determination and any adjustment to its fair value determination.


 






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(ii)          
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the 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 maximize the value of the Defaulted Loan on a net present value basis, 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 a Non-Serviced Mortgage Loan, to the extent
permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced
Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing
Certificateholder and after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each
case, if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan
as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would
be in the best interests of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor and the Directing Certificateholder and the Risk Retention Consultation Party (in the
case of the Directing Certificateholder and the Risk Retention Consultation Party, other than in respect of any Excluded Loan as
to such party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence
of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price
or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)       In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of
any offer at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer
for such price), the Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest
offer received from any Person that is determined by the Special Servicer to be a


 






    	 	 -248-	 



     


    

 


fair
price for such Specially Serviced Loan, if the offeror is a Person other than an Interested Person. In determining whether any
offer from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall
take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior nine (9) months), among other factors, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested
Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether the offer constitutes a fair
price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute
a fair price unless (x) it is the highest offer received and (y) at least two (2) other offers are received from independent
third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted
Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted
in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new
Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation
with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation set
forth in Section 6.08(a) (in each case, unless a


 






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Consultation
Termination Event shall have occurred and be continuing and other than with respect to any Mortgage Loan that is an Excluded Loan
as to such party) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that
the rejection of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such
Certificateholders and, if applicable, the related Companion Holder constituted a single lender). In addition, the Special Servicer
may accept a lower offer from any Person other than an Affiliate of the Special Servicer if it determines, in its reasonable and
good faith judgment, that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the
case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender)
(for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted
Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any
fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


 


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


 


(b)          
(i)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 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 the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and prior
to the occurrence and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice
of the Purchase Price and its intention to (x) purchase any REO Property at the Purchase Price therefor or (y) sell any
REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any


 






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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.


 


(A)            In the absence of any such offer as set forth in clause (i) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest bidder 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, however, that absent an offer at least equal to the
Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two (2) other offers are received from independent third parties. Notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property
pursuant hereto.


 


(B)            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 favorable); provided that the offeror is not the
Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)            In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party


 






    	 	 -251-	 



     


    

 


shall
be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent
with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested
Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer
as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect
such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property,
the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the 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


 






    	 	 -252-	 



     


    

 


to
the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice
of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal
for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than
is afforded to other offerors and the Directing Certificateholder and the Risk Retention Consultation Party) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu
Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the
related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing,
with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements
set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer
by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in
a commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing
Advance but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person.


 


(e)          
(i)Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor
Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right
to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion
Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the
related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO


 






    	 	 -253-	 



     


    

 


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 refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one month periods for a total period not to exceed twelve (12) months (provided that, other than in
the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination Event,
the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance
with the Servicing Standard. If the 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 refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer
or the Trustee shall


 






    	 	 -254-	 



     


    

 


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 refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof;
provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during
a Collection Period will exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans
deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall
use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for
posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical, which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines
in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable
Advance, (ii) changed circumstances or new or different information becomes known to the Master Servicer or the Trustee,
as the case may be, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause (i) above, or (iii) in the case
of the Master Servicer, it has not timely received from the Trustee information required by the Master Servicer to determine whether
to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii)
or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information
Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the foregoing,
failure to give notice as required by the preceding or second preceding sentence shall in no way affect the Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain such reimbursement as
described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account
pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee, as the case may be, shall have no liability for
any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this Section 3.17 or to comply with the terms of this Section 3.17
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
the case may be, 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 from interest). Any


 






    	 	 -255-	 



     


    

 


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 the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above
is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of 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 3.17
or for any losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such
election constitute a violation of the Servicing Standard or any duty under this Agreement. Neither the 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 the Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such
amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or
Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          
Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification
or


 






    	 	 -256-	 



     


    

 


amendment
of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18      Modifications, Waivers, Amendments and Consents. (a) The Special Servicer shall process waivers, modifications, amendments
and consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Mortgage Loans
(and any related Serviced Companion Loan) that are not Specially Serviced Loans, and the Master Servicer shall process waivers,
modifications, amendments and consents with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any related
Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve a Major Decision. The Master
Servicer and Special Servicer may mutually agree that a modification, waiver, amendment or consent that constitutes a Major Decision
shall be processed by the Master Servicer, subject to the Special Servicer’s consent. Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i),
Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder and, with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole
Loan, subject to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or the
Special Servicer, as the case may be, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant
to the terms of the related Intercreditor Agreement), neither the Master Servicer nor the Special Servicer shall modify, waive
or amend the terms of a Non-Specially Serviced Loan and/or related Companion Loan without (x) (i) prior to the occurrence of a
Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, the consent (or deemed consent) of the Directing Certificateholder having
been obtained if and to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i)
after the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, but prior to a Consultation
Termination Event, the Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant
to Section 6.08(a) hereof; and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such
Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Master Servicer or the Special Servicer,
as applicable, shall provide the Trustee, the Certificate Administrator, the Special Servicer (in the case of the Master Servicer),
the Master Servicer (in the case of the Special Servicer), the Operating Advisor, the Directing Certificateholder and the Risk
Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan
that is an Excluded Loan as to such


 






    	 	 -257-	 



     


    

 


party),
with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents
and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d))
that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that
is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) obtain
the consent of the Directing Certificateholder and the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in each case, (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 with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class consult with the Directing Certificateholder) pursuant to the process described
in Section 6.08(a) hereof. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the
Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor
Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer
or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion
Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which
may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the 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 the case may be, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Party, if
permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master
Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related
Mortgagor if not prohibited by the terms of the related


 






    	 	 -258-	 



     


    

 


Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section that constitutes a Major Decision with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan, except with respect to clause (xi) of the definition of “Major Decision”) that is not a Specially Serviced
Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master
Servicer shall have no further obligation with respect to such request or the Major Decision.


 


(b)          
If, and only 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 or release of collateral or 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 (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the 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 Major Decision (1) with respect to any Mortgage Loan other than any Excluded
Loan as to such party, prior to the occurrence and continuance of a Control Termination Event (or after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
Certificateholder) as provided in Section 6.08) and (2) upon request of the Risk Retention Consultation Party with
respect to any individual triggering event, with respect to a Specially Serviced Loan other than any Excluded Loan as to such party,
non-binding consultation with the Risk Retention Consultation Party; provided that with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the approval of the holder of the related
AB 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 and the Risk Retention Consultation Party shall have no consultation
rights regarding the matter; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced
Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights
of the related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special
Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC
Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is


 






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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 (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 the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the
fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC
qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude
the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as
the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related
Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


The 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 (A) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder
and (B) to the extent such modification, waiver or amendment constitutes a Major Decision, after consultation with the Risk Retention
Consultation Party pursuant to Section 6.08(a), (in each case, other than with respect to a Mortgage Loan that
is an Excluded Loan as to such party), ten (10) years prior to the expiration of such leasehold estate (including any options to
extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest
unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)          
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by the Master


 






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Servicer
or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related
Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant
modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          
To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a),
and Section 6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and
Section 3.18 and subject to the Special Servicer’s consent rights pursuant to Section 3.18(a) if
any such waiver, modification or amendment constitutes a Major Decision) or the Special Servicer may, consistent with the Servicing
Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default
or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not
be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause (x) any Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust
REMIC to be subject to any tax under the REMIC Provisions. In making this determination, the Master Servicer or the Special Servicer
may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the 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


 






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Mortgagor
(and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in
accordance with the Servicing Standard).


 


(g)          
With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
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 and the Risk Retention
Consultation Party (in the case of the Directing Certificateholder, other than following the occurrence and continuance of a Consultation
Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Party, other than with
respect to any Excluded Loan as to such party), the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage
Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk
Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in
each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended
and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed)
for which it is responsible for processing pursuant to Section 3.18, the 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 forward such notice to the Directing Certificateholder and the Risk Retention Consultation Party (in the case of
the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and in the case
of the Directing Certificateholder or the Risk Retention Consultation Party, other than with respect to an Excluded Loan as to
such party), the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control
Appraisal Period has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not
the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation
Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver
or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class R or Class V Certificates). With respect to the processing of any modification, waiver or consent
related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such
modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes
such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or the Special
Servicer, as the case may be, obtaining actual knowledge of the


 






    	 	 -262-	 



     


    

 


incurrence
of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the
form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form
attached hereto as Exhibit DD. The notice contemplated in the preceding sentence shall set forth, to the extent the
Special Servicer or the Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information,
(1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the
basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the
Special Servicer and the 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 JJ shall no longer be required hereunder. From time
to time, the Master Servicer, the Special Servicer and the Certificate Administrator may agree on a different delivery time and
format for the information set forth in this paragraph.


 


(h)          
The Master Servicer shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall
not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting
of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents 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


 






    	 	 -263-	 



     


    

 


qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25); provided, further, however, that
no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a
Mortgage Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing,
in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v)
in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid
by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and
the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage
Loan documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use
would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant
to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to
any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including
receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed
by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to (i) all of the Mortgage Loans originated or acquired by Bank of America, National Association that are subject
to defeasance and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC that are
subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor


 






    	 	 -264-	 



     


    

 


borrower
and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related
Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice
of such defeasance request to Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
in the case of any such Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, is the related Mortgage Loan Seller. Until such time as Bank of America, National Association or Morgan Stanley
Mortgage Capital Holdings LLC, as applicable, provides the Master Servicer with written notice to the contrary, the notice of
a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (i) Bank of America, National Association
is the related Mortgage Loan Seller shall be delivered to Bank of America, National Association, One Bryant Park, New York, New
York 10036, Attention: Leland F. Bunch, III, email: leland.f.bunch@baml.com, with copies to Todd Stillerman, Assistant General
Counsel & Director, Bank of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte,
North Carolina 28255, email: william.stillerman@bankofamerica.com, and Joshua Yablonski, Katten Muchin Rosenman LLP, 550 South
Tryon Street, 29th Floor, Charlotte, North Carolina 28202, email: joshua.yablonski@kattenlaw.com or (ii) Morgan Stanley
Mortgage Capital Holdings LLC is the related Mortgage Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings
LLC, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy to Morgan Stanley Mortgage Capital Holdings
LLC, 1221 Avenue of the Americas, New York, New York 10020, Attention: Legal Compliance Division). With respect to any Mortgage
Loan originated or acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America, National Association
or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto, the successor borrower
shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(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


 






    	 	 -265-	 



     


    

 


advance
of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of three hundred
sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)          
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related
loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance
or (ii) has an unpaid principal balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(l)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
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.


 


(m)          Notwithstanding any other provisions of this Section 3.18 or Section 3.08, but subject to any related
Intercreditor Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent, Risk Retention Consultation
Party consultation, Rating Agency Confirmation or the Special Servicer’s approval or consent; provided that the Master
Servicer delivers notice thereof after completion to the Special Servicer and, prior to the occurrence and continuance of a Consultation
Termination Event and other than in respect of any Excluded Loan, to the Directing Certificateholder and the Risk Retention Consultation
Party, except to the extent that the Special Servicer or the Directing Certificateholder or the Risk Retention Consultation Party,
as the case may be, notifies the Master Servicer that such party does not desire to receive such notices, take any of the following
actions with respect to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”): (i) grant
waivers of non-material covenant defaults (other than financial covenants), including late (but not waived) financial statements;
(ii) consent to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect
the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the
Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve or
consent to grants of easements or rights of way for utilities, access, parking, public improvements or another purpose or subordination
of the lien of Mortgage Loan


 






    	 	 -266-	 



     


    

 


to
easements that (with respect to any of the foregoing) do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan; (iv) grant other routine
approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving routine leasing
activities that (1) do not involve a ground lease or lease of an outparcel or (2) affect an area less than the lesser of (a) 30%
of the net rentable area of the improvements at the Mortgaged Property or (b) 30,000 square feet of the improvements at the
Mortgaged Property; (v) consent to actions and releases related to condemnation of non-material, non-income producing
parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability
of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when due; (vi) consent
to a change in property management relating to any Mortgage Loan or any related Companion Loan, if (A) the Mortgage Loan (including
any related Companion Loans but other than a Mortgage Loan secured by a hospitality property) has an outstanding principal balance
of equal to or less than $5,000,000, and (B) the Mortgage loan is not secured by a hospitality property; (vii) approve annual
operating budgets; (viii) consent to any releases or reductions of or withdrawals from (as applicable) any letters of credit,
reserve funds or other additional collateral with respect to any Mortgage Loan where the release is required pursuant to the specific
terms of the related Mortgage Loan, other than earnout or performance reserve releases with respect to the Mortgage Loans and
related reserves listed on Schedule 3; (ix) grant any extension or enter into any forbearance with respect to the anticipated
refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as
(A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor
has delivered documentation reasonably satisfactory in form and substance to the Master Servicer which provides that a refinancing
of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which such Balloon
Payment will become due; (x) any modifications to cure any ambiguity in, or to correct or supplement any provision of an Intercreditor
Agreement to the extent permitted therein without obtaining any Rating Agency Confirmation, except that (other than with respect
to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) the
Directing Certificateholder’s consent shall be required for any such modification to an Intercreditor Agreement other than
during a Control Termination Event and except that the Master Servicer shall not be permitted to agree to any supplement to any
Intercreditor Agreement if it would have a material adverse effect on the value of the related Mortgage Loan or the Trust’s
interest therein; and (xi) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute
a Major Decision; provided, that (A) any such action would not in any way affect a payment term of the Certificates, (B) any such
action would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal
income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust), to the extent requesting such opinion
is consistent with the Servicing Standard), (C) agreeing to such action would be consistent with the Servicing Standard,
and (D) agreeing to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor
Agreement. The foregoing is intended to be an itemization of actions the Master Servicer may take without


 






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having to obtain the
approval of any other party and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


(n)          
No Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


Section 3.19       
Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report. (a)
Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to
the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and the Directing Certificateholder (in
the case of the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan as to such party) thereof, and the 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 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) or (ix) 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,
the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party), a copy of the
notice of such Servicing Transfer Event provided by the 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 and continuance of a Consultation Termination
Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3) consecutive Periodic
Payments (provided


 






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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
an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and the Directing Certificateholder (with respect
to the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan as to such party) and shall return the related Mortgage File and Servicing File to the
Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable,
the related Companion Loan shall recommence.


 


(b)          
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 


(d)          
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but with respect to the Directing Certificateholder, only in
respect of any Mortgage Loan other than (A) any Excluded Loan as to such party or (B) any Serviced AB Whole Loan prior to the occurrence
of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination Event),
the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party),
the Operating Advisor (but, other than with respect to an Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class, only after the occurrence and during the continuance of a Control Termination
Event) and 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


 






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Companion
Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into which the
related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report
to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to
the Certificate Administrator’s Website. Such Asset Status Report shall set forth the following information to the extent
reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:


 


(i)           
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)          (A) applicable 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;


 






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(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.


 


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, however, that the Special Servicer may not take any action that
is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the 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 and continuance of a Consultation Termination
Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance of a Consultation Termination
Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor
(but only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the 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, however, that such Asset Status Report does not, and
is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the


 






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contrary,
with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class that includes a
Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with
the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the 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, the 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 a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder (if
no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to
such party)). The Operating Advisor shall provide comments to the 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 the Directing Certificateholder (in each case,
if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party)) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer shall
revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor
(and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced
Loan is not an Excluded Loan as to such party)), to the extent the 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


 






    	 	 -272-	 



     


    

 


Loan,
as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have
no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan as to such party) 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. The Directing Certificateholder
(other than in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance of a Consultation
Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right to receive any Asset
Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall
only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special
Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan
pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights
over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set
forth in the related Intercreditor Agreement.


 


(e)          
(i)Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) 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 (ix) 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.


 






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(f)          
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the Special Servicer shall deliver in
electronic format to the Directing Certificateholder (other than with respect to any Excluded Loan as to such party) a draft notice
that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but
shall not include any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage
Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole
Loan Controlling Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the 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,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such twentieth (20th) Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at
any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole,
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 an AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved
by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)          
No provision of this Section 3.19 shall require 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 the Special


 






    	 	 -274-	 



     


    

 


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 the Special Servicer, as the case may be, shall for any reason no longer act
in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee
shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of
such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances
described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the
obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust,
the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any
successor master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser
of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional manner and
by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer,
as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision
without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in
accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date,
if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related
Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration
of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items
required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI or
under the Sub-Servicing Agreement or to the applicable master servicer under any other pooling and servicing agreement that
the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the
Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party
to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required under
any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special
servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable,
be assigned


 






    	 	 -275-	 



     


    

 


and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or Special Servicer,
as the case may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the
Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to
any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary
Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as
if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO
Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the
case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement
to actions taken or to be taken by the 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 the Special Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may
be, 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. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements in


 






    	 	 -276-	 



     


    

 


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.


 


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


 


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


 


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


 


(g)           Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with
or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee
and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in
accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes
the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may
not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder
and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


 






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(h)          
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to
the Master Servicer pursuant to the terms hereof.


 


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


 


Section 3.21      Interest Reserve Account.


 


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


 


(b)          
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22      Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the 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)  the Directing Certificateholder ((i) prior to
the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as
to such party) and (b) upon the occurrence and during the continuance of any Control Termination 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.


 






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Section 3.23     Controlling
Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and the Risk Retention Consultation Party. (a)Each Controlling Class Certificateholder is
hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate
Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating
Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in
the form of Exhibit MM attached hereto, the selection of a Directing Certificateholder or the resignation or
removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to notify the 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 to the parties to this Agreement a certification substantially in the
form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On the Closing Date,
the initial Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the
form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall also deliver to the parties to this Agreement a certification substantially
in the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master 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 the Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the 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


 






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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. The foregoing provisions shall not be applicable to the
Directing Certificateholder that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation
Party 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 Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance,
or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 


(c)          
Until it receives notice to the contrary, each of the Master 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, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(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 the Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to 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 the 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 and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (a)
C-III Collateral Management LLC shall be the initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder)
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing, and (b) Morgan Stanley Mortgage Capital Holdings LLC shall be the initial Risk Retention Consultation
Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing.


 






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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 and
the Risk Retention Consultation Party.


 


(f)           
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than, in the
case of the Directing Certificateholder that is not a Loan-Specific Directing Certificateholder, 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, in the case of the Directing Certificateholder that is not a Loan-Specific Directing
Certificateholder, to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i) through
(v) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention
Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention Consultation
Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest; (iv) the
Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including the RR
Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party
or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)          
(i) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the
obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 






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(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, the Risk Retention Consultation
Party and any AB Whole Loan Controlling Holder.


 


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


 


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


 


(l)           
At any time that the Class E-1 Regular Interest and the Class E-2 Regular Interest are the Controlling Exchangeable Class
Regular Interests, the Holder of a majority of the Class E-1 and Class E-2 Certificates and, to the extent any Class E-1 and Class
E-2 Certificates have been exchanged for Class E, Class EF or Class EFG Certificates, the Class E, Class EF and Class EFG Certificates
(and solely to the extent of their interest in the Class E-1 Regular Interest and Class E-2 Regular Interest) 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-1, Class E-2, Class E, Class EF and/or Class EFG Certificates,
as applicable, if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer
(the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have
the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder
or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling
Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably waive its right to appoint the Directing
Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder. The Non-Waiving Successor shall
also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described
above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or
transfer of the Class E-1, Class E-2, Class E, Class EF and/or Class EFG Certificates, as applicable, to the Non-Waiving


 






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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 pursuant to clause (i) of the definition thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the aggregate Certificate Balance of the Class E-1 Regular Interest and
the Class E-2 Regular Interest to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application
of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Consultation
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Consultation
Termination Event has occurred due to the reduction of the aggregate Certificate Balance of the Class E-1 Regular Interest and
the Class E-2 Regular Interest to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application
of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition of each of such terms,
such special notice shall state “A Control Termination Event and a Consultation Termination Event has occurred due to the
irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each grouping 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 grouping of Control Eligible Certificates exists
where such grouping’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that
grouping, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class E-1, Class E-2, Class E, Class EF or Class EFG Certificate, and upon notice to the Certificate Administrator in the
form of Exhibit MM that results in a termination of a Control Termination Event or a Consultation Termination Event,


 






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such
“special notice” shall state: “A Consultation Termination Event or a Control Termination Event has been terminated
and is no longer in effect due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third
party which has terminated any waiver by the prior Holder.”


 


The Directing Certificateholder
shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise, the Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such
Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding the proviso to each of the
definitions of “Control Termination Event” and “Consultation Termination Event”, in either such case, in
respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination Event will be deemed
to have occurred with respect to such Excluded Loan.


 


Section 3.24     Intercreditor
Agreements. (a) The Master Servicer and Special Servicer acknowledge and agree 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. The Master Servicer and the Special Servicer further acknowledge and agree that
any 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


 






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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 the Special Servicer for its own account without reimbursement. In no event shall
the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine
lender unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of
the parties to this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely).
As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related
Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer, as the case may be, be required to consult
with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder or consult with a
new Risk Retention Consultation Party unless the Certificate Administrator has delivered notice to the Master Servicer or the
Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer,
as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder, a new Controlling
Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)           
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or the 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 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, (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, the Directing
Certificateholder or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right
is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided
in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder,
as applicable (except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related
Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced
Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.
In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver
reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)           
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (1) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan to the related Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination
Event or the occurrence and continuance of a Consultation Termination Event) and (2) to consult with any related Companion
Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion
Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined
in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the 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 the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to 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


 






    	 	 -286-	 



     


    

 


deemed
incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.


 


Section 3.25     Rating
Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this
Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such
Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency
Confirmation, then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting
any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating
Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again. The
circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response
Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the
17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the 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 the case may be, confirms
its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) it
is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special
Servicer, as applicable, if S&P is the non-responding Rating Agency, (ii) it has been appointed and currently serves as
a master servicer or a 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 or (iii) the applicable replacement master servicer or special servicer
is rated at least


 






    	 	 -287-	 



     


    

 


“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.


 


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 the 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 the 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 the 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
(other than a Servicing Shift Mortgage Loan), and (B) that is contained in the CREFC® Servicer Watch List
prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the
Special Servicer.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the


 






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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 review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any
communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
delivered to the Operating Advisor by the Special Servicer, including each Asset Status Report delivered during the prior
calendar year, the Operating Advisor shall (if any Mortgage Loans (other than a Servicing Shift Mortgage Loan) were Specially
Serviced Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider
within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination Event was
continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the
Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this
Agreement during the prior calendar year on a “platform-level basis” with respect to the resolution
and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special
Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity
through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB
Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control
Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without
limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material
deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this
Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special
Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a
Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality requirements
described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor
Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual
Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5
Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)); provided, however, that the Special
Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to
its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no
obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 






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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 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 AB Control Appraisal Period), the Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)            (i)
After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB
Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to
(i)  Appraisal Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the
Special Servicer shall forward such calculations, together with any supporting material or additional information necessary
in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor
promptly, but in any event no later than two (2) Business Days after


 






    	 	 -290-	 



     


    

 


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 (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and
provide any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount
that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day
period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator
shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine
which calculation is to apply and shall provide such parties prompt written notice of its determination.


 


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


 


(f)           
[RESERVED].


 


(g)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder (with
respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that is an Excluded Loan with
respect to the Directing Certificateholder or the Holder of


 






    	 	 -291-	 



     


    

 


the
majority of the Controlling Class) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the
Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


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


 


(i)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, the Servicing Shift Mortgage
Loan and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to
collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but
only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case
may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the
Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than
requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will
have no obligations or


 






    	 	 -292-	 



     


    

 


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 Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control
Termination Event or (iii) any Servicing Shift Whole Loan or related REO Property; provided, further, that the Operating
Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan or Servicing
Shift Whole Loan.


 


(j)            
After the occurrence and continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts
are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders
(provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting
Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency
Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such
Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written
notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard.
Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account
the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal
Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)          
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders
of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the
Operating Advisor for cause and appoint a replacement Operating 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, the Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 






    	 	 -293-	 



     


    

 


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


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor
and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor
shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


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


 


(p)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 






    	 	 -294-	 



     


    

 


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


 


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


 


(s)          
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the
foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating
Advisor, the Depositor shall be permitted to find a replacement.


 


(t)          
The Operating Advisor may delegate its duties 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, the Master Servicer, the 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, the Master Servicer, the 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, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)          
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     Serviced Companion Noteholder Register.The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective
name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced
Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 






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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 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 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)          
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.


 


(e)          
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Control Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)           
With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          
With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review”
(or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing


 






    	 	 -297-	 



     


    

 


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, but in any event excluding any documents known
to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary to the related
originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)          
With respect to any Non-Serviced Mortgage Loan, any “Major Decision” pursuant to clause (xi) of the definition
of such term shall be processed by the Special Servicer in the same manner that the Special Servicer is required to process any
Major Decision with respect to a Mortgage Loan serviced under this Agreement, in accordance with the terms and conditions of Section 6.08
and irrespective of the fact that such Mortgage Loan is a Non-Serviced Mortgage Loan. Upon receiving a request for any matter that
constitutes a Major Decision described in the preceding sentence, the Master Servicer shall forward such request to the Special
Servicer.


 


(i)            
During the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later
than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if and
to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the
related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion
Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required,
the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup
File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling
and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer
Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery
Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update File. Additionally,
not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the Master Servicer shall
deliver or cause to be delivered in electronic format to the related other master servicer under the related Other Pooling and
Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports
and CREFC® REO Liquidation Reports received from the Special Servicer. In no event shall any report described in
this Section 3.29(i) be required to reflect information that has not been collected by or delivered to the 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. In addition, the Master Servicer shall deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required
to be delivered


 






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by
the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced
Pari Passu Companion Loan.


 


(j)             On a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related
Mortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be
retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the
related Servicing Shift Securitization Date.


 


Promptly upon
any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30     [RESERVED].


 


Section 3.31     [RESERVED].


 


Section 3.32     Litigation
Control. (a) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or
any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard,
direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Note or
any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master Servicer and/or the
Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any
litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related Party under the
related Mortgage Loan documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage
Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party
under the related Mortgage Loan documents (“Trust-Related Litigation”). In the event that the Master
Servicer is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation
(regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master
Servicer receiving service of such Trust-Related Litigation.


 


(b)          
To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer
is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding Section 3.32(a),
the Master


 






    	 	 -299-	 



     


    

 


Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek
to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer
remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions
related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel;
provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master
Servicer to the extent set forth in Section 3.32(e); and provided, however, that if there are claims
against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such
counsel shall be reasonably acceptable to the Master Servicer.


 


(c)           
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of
any Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing
the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan as to such party and prior to the occurrence
and continuance of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually
known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator
as to the identity of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects
such related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known
to the Special Servicer), and the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class and prior to the occurrence and continuation
of a Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been
received by the Special Servicer within such five (5) Business Day period, then the Directing Certificateholder shall be deemed
to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing
Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced
Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s
response.


 


(d)          
Notwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or
consultation provided by the Directing Certificateholder or the Risk Retention Consultation Party (or any other party to this Agreement)
that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent
with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions
of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage
Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors
or agents to any claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially
expand the scope of the Special Servicer’s or the Master Servicer’s, as the case may be, responsibilities under this
Agreement.


 






    	 	 -300-	 



     


    

 


(e)          
Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and
subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the
Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not
limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)           
Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master
Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject
the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)          
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer,
the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer
to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such
claims or Trust-Related Litigation) (and with respect to any material settlements, with the consent of or in consultation with
the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or the occurrence and continuance
of a Consultation Termination Event, respectively (in each case, other than a Mortgage Loan that is an Excluded Loan as to such
party)) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in
either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of
the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of
such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent
provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related
Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall
be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the
Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B)
and (C).


 


(h)          
In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master
Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights
afforded to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is


 






    	 	 -301-	 



     


    

 


rendered
against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer,
as the case may be, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its
interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any action, suit,
litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations
of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one or more Mortgage
Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of
the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually,
(B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations
or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee to be registered
to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for
any delay due to the unwillingness of the Trustee to grant such consent); and (iii) in the event that any court finds that
the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement
or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests, whether as Trustee or individually (but not to otherwise direct, manage or prosecute
such litigation or claim); provided, however, that nothing in this Section 3.32(h) shall be interpreted
to preclude the Special Servicer (with respect to any material Trust-Related Litigation, with the consent or consultation of the
Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or the occurrence and continuance
of a Consultation Termination Event, respectively, to the extent required in Section 3.32(c) and only to the extent
such Mortgage Loan is not an Excluded Loan as to such party) from initiating any action, suit, litigation or proceeding in its
name as representative of the Trustee of the Trust.


 


Section 3.33     Delivery
of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the Special
Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the
Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other
electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information
appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be
posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided
under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of
Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special
Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in
accordance with this Section 3.33 until such party has received written notice with respect to the
related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this
Agreement shall


 






    	 	 -302-	 



     


    

 


prohibit
the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s
Website, the Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the
related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


[End of Article III]


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)           
Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates and
the Class X-D Certificates pro rata (based upon their respective entitlements to interest for such Distribution Date), in
respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 


(ii)          
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates and the Class A-4 Certificates in reduction of the Certificate Balances thereof: (I) prior
to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB
Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2)
above have been made on such


 






    	 	 -303-	 



     


    

 


Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has
been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates
has been reduced to zero; 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 sub-clauses (1), (2),
(3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1
Certificates, Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates 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 Certificates, Class A-2 Certificates, Class A-SB
Certificates, Class A-3 Certificates and Class A-4 Certificates Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates and the Class A-4 Certificates, up to an amount equal to, and pro rata based upon,
the aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-SB
Certificates, Class A-3 Certificates 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 (reduced by
any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class A-S Certificates has been
reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 






    	 	 -304-	 



     


    

 


(viii)       
eighth, after the Certificate Balance of the Class A-S Certificates has been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class B Certificates
has been reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 


(xi)         
eleventh, after the Certificate Balance of the Class B Certificates has been reduced to zero, to the Holders of the
Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class C Certificates
has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


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


 


(xiv)        
fourteenth, after the Certificate Balance of the Class C Certificates has been reduced to zero, to the Holders of
the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class D Certificates
has been reduced to zero;


 


(xv)         
fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xvi)       
sixteenth, to the Class E-1 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of
the Class E-1, Class E, Class EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to
the related Exchange Percentage Interest of such Interest Distribution Amount);


 






    	 	 -305-	 



     


    

 


(xvii)        seventeenth, after the Certificate Balance of the Class D Certificates has been reduced to zero, to the Class
E-1 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount
(reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class Regular
Interest has been reduced to zero (and correspondingly, to the Holders of the Class E-1, Class E, Class EF and Class EFG Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of the portion of the
Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xviii)       eighteenth, to the Class E-1 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class E-1, Class E, Class
EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding
Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage
Interest of such unreimbursed Realized Losses and such interest thereon);


 


(xix)         nineteenth, to the Class E-2 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of
the Class E-2, Class E, Class EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to
the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xx)          twentieth, after the Certificate Balance of the Class E-1 Regular Interest has been reduced to zero, to the
Class E-2 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class E-2, Class E, Class EF and Class
EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable
Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of
the portion of the Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxi)         twenty-first,
to the Class E-2 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously allocated to such
Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class E-2, Class E, Class EF and
Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding
Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to


 






    	 	 -306-	 



     


    

 


the related Exchange
Percentage Interest of such unreimbursed Realized Losses and such interest thereon);


 


(xxii)        twenty-second, to the Class F-1 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of
the Class F-1, Class F, Class EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to
the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xxiii)       twenty-third, after the Certificate Balance of the Class E-2 Regular Interest has been reduced to zero, to the
Class F-1 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class F-1, Class F, Class EF and Class
EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable
Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of
the portion of the Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxiv)       twenty-fourth, to the Class F-1 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class F-1, Class F, Class
EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding
Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage
Interest of such unreimbursed Realized Losses and such interest thereon);


 


(xxv)        twenty-fifth, to the Class F-2 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of
the Class F-2, Class F, Class EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to
the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xxvi)       twenty-sixth,
after the Certificate Balance of the Class F-1 Regular Interest has been reduced to zero, to the Class F-2 Regular
Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount
(reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class F-2, Class F, Class EF and
Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding


 






    	 	 -307-	 



     


    

 


Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange
Percentage Interest of the portion of the Principal Distribution Amount allocable to such Exchangeable Class Regular
Interest);


 


(xxvii)      twenty-seventh, to the Class F-2 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class F-2, Class F, Class
EF and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding
Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage
Interest of such unreimbursed Realized Losses and such interest thereon);


 


(xxviii)     twenty-eighth,
to the Class G-1 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of the
Class G-1, Class G and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal
to the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xxix)        twenty-ninth, after the Certificate Balance of the Class F-2 Regular Interest has been reduced to zero, to the
Class G-1 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class G-1, Class G and Class EFG Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of the portion of the
Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxx)         thirtieth, to the Class G-1 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class G-1, Class G and Class
EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable
Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of
such unreimbursed Realized Losses and such interest thereon);


 


(xxxi)        thirty-first,
to the Class G-2 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of the
Class G-2, Class G and Class EFG Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related


 






    	 	 -308-	 



     


    

 


to such Exchangeable Class Regular Interest, in an amount equal
to the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xxxii)       thirty-second, after the Certificate Balance of the Class G-1 Regular Interest has been reduced to zero, to
the Class G-2 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class G-2, Class G and Class EFG Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of the portion of the
Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxxiii)      thirty-third, to the Class G-2 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class G-2, Class G and Class
EFG Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable
Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of
such unreimbursed Realized Losses and such interest thereon);


 


(xxxiv)      thirty-fourth, to the Class H-1 Regular Interest, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to the Holders of
the Class H-1 and Class H Certificates, in each case, solely to the extent of such Class’s beneficial ownership in a
Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange
Percentage Interest of such Interest Distribution Amount);


 


(xxxv)       thirty-fifth, after the Certificate Balance of the Class G-2 Regular Interest has been reduced to zero, to the
Class H-1 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class H-1 and Class H Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of the portion of the
Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxxvi)      thirty-sixth, to the Class H-1 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class H-1 and Class H Certificates,
in each case, solely to the extent of such Class’s


 






    	 	 -309-	 



     


    

 


beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of such unreimbursed
Realized Losses and such interest thereon);


 


(xxxvii)     thirty-seventh, to the Class H-2 Regular Interest, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Exchangeable Class Regular Interest for such Distribution Date (and correspondingly, to
the Holders of the Class H-2 and Class H Certificates, in each case, solely to the extent of such Class’s beneficial
ownership in a Corresponding Exchangeable Component related to such Exchangeable Class Regular Interest, in an amount equal to
the related Exchange Percentage Interest of such Interest Distribution Amount);


 


(xxxviii)    thirty-eighth, after the Certificate Balance of the Class H-1 Regular Interest has been reduced to zero, to
the Class H-2 Regular Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of such Exchangeable Class
Regular Interest has been reduced to zero (and correspondingly, to the Holders of the Class H-2 and Class H Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of the portion of the
Principal Distribution Amount allocable to such Exchangeable Class Regular Interest);


 


(xxxix)       thirty-ninth, to the Class H-2 Regular Interest, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class (and correspondingly, to the Holders of the Class H-2 and Class H Certificates,
in each case, solely to the extent of such Class’s beneficial ownership in a Corresponding Exchangeable Component related
to such Exchangeable Class Regular Interest, in an amount equal to the related Exchange Percentage Interest of such unreimbursed
Realized Losses and such interest thereon); and


 


(xl)           
fortieth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 






    	 	 -310-	 



     


    

 


(b)          
Distributions of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make
distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to
the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate
Interest Distribution Amount for such Distribution Date;


 


(ii)          
second, to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the
Retained Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the
RR Interest has been reduced to zero; and


 


(iii)         
third, to the Holders of the RR Interest, up to an amount equal to the unreimbursed Retained Certificate Realized
Losses previously allocated to such Class, plus interest in an amount equal to the Retained Certificate Realized Loss Interest
Distribution Amount for such Distribution Date;


 


provided, however,
that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(c)           
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of
principal or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates or Related Exchangeable Class Regular Interests as provided in Sections 4.01(a),
4.01(b), 4.01(d), 4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each
Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates or Related Exchangeable
Class Regular Interests, as applicable. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount or Retained Certificate Interest Distribution
Amount, as applicable, in respect of its Related Certificates or Related Exchangeable Class Regular Interest, as applicable, plus
(A) a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2,
Class LASB, Class LA3 and Class LA4 Uncertificated Interests, the Class X-A Certificates, (ii) in the
case of the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates, and (iii) in the case of the Class
LD Uncertificated Interest, the Class X-D Certificates, and (B) in the case of the LRR Uncertificated Interest, the Retained Certificate
Interest Distribution Amount in respect of the RR Interest, in


 






    	 	 -311-	 



     


    

 


each
case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate
of the Related Certificates or Related Exchangeable Class Regular Interest, as applicable, and a notional amount equal to its
related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a)
or 4.01(b), as applicable. Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier
Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount
to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates or Related Exchangeable
Class Regular Interest with respect thereto, as adjusted for the allocation of Realized Losses and Retained Certificate Realized
Losses, as provided in Sections  4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier Regular
Interest shall equal the respective Original Lower-Tier Principal Amount. The Pass-Through Rate with respect to each Lower-Tier
Regular Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


(d)          
After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, and other amounts provided for in this Section 4.01.


 


(e)          
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium in the following
manner: (x)(i) to each 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) the Non-Retained Percentage of such Yield Maintenance Charge
or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C) a fraction, the
numerator of which is equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and
the denominator of which is the total amount of principal distributed to such Classes of Principal Balance Certificates for that
Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) the Non-Retained
Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the


 






    	 	 -312-	 



     


    

 


numerator
of which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and
Class A-4 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates for that Distribution
Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class
A-2, Class A-SB, Class A-3 and Class A-4 Certificates as described above, and (iii) to the Class X-B
Certificates, any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, and
(y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the
related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between
(i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under
no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the
related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater
than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then
the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall


 






    	 	 -313-	 



     


    

 


select
a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class X-D, Class E-1, Class E-2, Class E, Class EF, Class EFG, Class F-1,
Class F-2, Class F, Class G-1, Class G-2, Class G, Class H-1, Class H-2, Class H, Class R or Class V Certificates.
After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S,
Class B, Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage of all Yield Maintenance
Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Class X-B Certificates and
the Required Credit Risk Retention Percentage of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage
Loans shall be distributed to the RR Interest.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates and Exchangeable
Class Regular Interests 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 determine if there will be any shortfalls in interest or
principal to any Class of Regular Certificates or Exchangeable Class Regular Interest that would occur on such Distribution Date
without the inclusion of the Gain-on-Sale Remittance Amount in the definition of “Available Funds” or the Retained
Certificate Gain-on-Sale Remittance Amount in the definition of “Retained Certificate Available Funds”, as applicable
(the aggregate amount of any such shortfalls together with any outstanding Realized Losses and Retained Certificate Realized Losses,
the “Aggregate Gain-on-Sale Entitlement Amount”) and shall remit (i) the lesser of the Non-Retained Percentage
of the Aggregate Gain-on-Sale Entitlement Amount and all amounts on deposit in the Gain-on-Sale Reserve Account to the Collection
Account to be included as part of the Available Funds and (ii) the lesser of the Required Credit Risk Retention Percentage of the
Aggregate Gain-on-Sale Entitlement Amount and all amounts on deposit in the Retained Certificate Gain-on-Sale Reserve Account to
the Collection Account to be included as part of the Retained Certificate Available Funds, in each case for such Distribution Date.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the
Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate


 






    	 	 -314-	 



     


    

 


Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master 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 or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination
Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format
to the effect that:


 


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


 


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


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one (1) year after the second notice
all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent,
shall


 






    	 	 -315-	 



     


    

 


take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such
funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)            
Distributions in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated
to the Regular Certificates or Exchangeable Class Regular Interests shall be made in the amounts and manner specified in Section 4.01(a),
Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement
thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice
of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The
amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed (i) to the Holders of the Class V Certificates in an amount equal to the Non-Retained Percentage
of such Excess Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention
Percentage of such Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available
to pay any other amounts except for distributions on Class V Certificates and the RR Interest as set forth in the prior sentence.


 


(k)          
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           
to pay to the Master Servicer for deposit into the Collection Account 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


 






    	 	 -316-	 



     


    

 


payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)          
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)           
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to
the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section 4.02     Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the
Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such
Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)             
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)           
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)          
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the


 






    	 	 -317-	 



     


    

 


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 and Retained Certificate Available Funds for such Distribution Date;


 


(x)            the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest
Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount,
as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment
Premiums;


 


(xii)        
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 






    	 	 -318-	 



     


    

 


(xiv)        
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or
Retained Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates
(other than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)         
the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)         the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the
amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)        the current Controlling Class;


 


(xviii)       the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)          a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)         all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)       the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)        with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a


 






    	 	 -319-	 



     


    

 


payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such
Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


(xxvi)        with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related
REO Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to
the RR Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)       the aggregate amount of interest on P&I Advances paid to the 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;


 


(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;


 


(xxxiv)      the amount of any Excess Interest actually received; and


 


(xxxv)       a statement that there is available on the Certificate Administrator’s Website information regarding ongoing compliance
by each of Wells Fargo Bank,


 






    	 	 -320-	 



     


    

 


National Association, Bank of America, National Association and Morgan Stanley Bank, N.A. with their
covenants pursuant to Section 3(i) and 3(ii) of the EU Risk Retention Agreement.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, (A) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate and (B) the Exchangeable Combined Certificates shall receive such information with respect
to such clauses allocable to the Exchangeable Certificates exchanged therefor.


 


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


 


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


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such 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.


 


The Certificate Administrator
and the Trustee are hereby directed to enter into the EU Risk Retention Agreement, which agreement provides the risk retention
requirements for the Retaining Parties. The Certificate Administrator shall establish a page on its website on which there will
be included in respect of each of Wells Fargo Bank, National Association, Bank of America, National Association and Morgan Stanley
Bank, N.A. (each solely in its capacity as a Retaining Party) a statement provided by the Retaining Parties which shall specify
the following: (x) the original Principal Balance of the RR Interest of which such party is the registered holder and whether such
amount matches that amount which such party has committed to retain under the EU Risk Retention Agreement; and (y)(i) unless Wells
Fargo Bank, National Association, Bank of America, National Association or Morgan Stanley Bank, N.A. has provided notice to the
contrary in respect of such party, a statement (without verification) that the RR Interest of each of Wells Fargo Bank, National
Association, Bank of America, National Association and Morgan Stanley Bank, N.A. (each solely in its capacity as a Retaining Party)
is complying with the


 






    	 	 -321-	 



     


    

 


covenant
pursuant to Section 3(ii) of the EU Risk Retention Agreement and (ii) in the case that the Certificate Administrator receives
a notification that any such party has failed to comply with the covenant pursuant to Section 3(ii) of the EU Risk Retention
Agreement, a statement of such non-compliance and all details in relation to the same contained in such notification. In each
case, the Retaining Party shall provide all such statements, if any, by email with the subject reference “Risk Retention
Statement” and in a document suitable for posting.


 


(b)          
[RESERVED].


 


(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 Master Servicer
or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s or
Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. Neither the Master Servicer nor the Special Servicer, as the case may
be, shall 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 Section 3.13
and Section 4.02(a), other than information produced by the Master Servicer or the 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 Section 4.02(c),
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


 






    	 	 -322-	 



     


    

 


Losses
and/or Retained Certificate Realized Losses, as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the 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 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 and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)          
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing


 






    	 	 -323-	 



     


    

 


Certificateholder
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to another Excluded
Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided that, in connection therewith,
the Master Servicer or the Special Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally to the effect that such
Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential
and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master
Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a
Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B
that the Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with
respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     P&I
Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall
(i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made
in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the
Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made).
The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances for a
Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before
two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by
4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City
time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance
hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City
time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the
CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for
deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to
CREFC® on such Distribution Date.


 






    	 	 -324-	 



     


    

 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making
such P&I Advance.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced
by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of
its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a
Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment
therefor. Subject to Section 4.03(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO
Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection
with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer,
the Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the
Other Trustee has determined, in accordance with the applicable Other


 






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Pooling
and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable Other Pooling
and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other Pooling and
Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer
or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with
respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master
Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related Serviced Mortgage
Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances
with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as
a result of consultation with the related Other Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with
the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until 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.


 






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For
the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(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, however, that no interest will accrue on any P&I Advance (i) if
the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired
or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance
Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)           
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any
Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” (or similar item) 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 4.03(e)(ii), and (y) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the
related Distribution Date.


 


Section 4.04     Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date
pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained
Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized
Losses to a Class of Regular Certificates or Exchangeable Class Regular Interests shall be made by reducing the Certificate
Balance thereof by the amount so allocated. Any Realized


 






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Losses
or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates or Exchangeable Class Regular Interests
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby
(or, with respect to amounts allocated to an Exchangeable Class Regular Interest, each Class of Exchangeable Certificates and
Exchangeable Combined Certificates representing beneficial ownership of the Corresponding Exchangeable Components in proportion
to the Exchange Percentage Interests in such Exchangeable Class Regular Interest (and among the respective Certificates of each
such Class of Exchangeable Certificates or Exchangeable Combined Certificates in proportion to the Percentage Interests evidenced
thereby)). The allocation of Realized Losses or Retained Certificate Realized Losses shall constitute an allocation of losses
and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses and Retained Certificate
Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction
in the Certificate Balance of the applicable Class of Certificates or Exchangeable Class Regular Interest in respect of which
any such reimbursement is made. With respect to any Class of Principal Balance Certificates or Exchangeable Class Regular Interest,
to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans and previously resulted in a reduction of the Aggregate Principal Distribution Amount (and corresponding to a reduction
of the Principal Distribution Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered on the
related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates or Exchangeable Class Regular Interest that previously were allocated Realized Losses and Retained Certificate
Realized Losses, as applicable, and in the case of Realized Losses, in sequential order according to the priority of payments
for the Principal Balance Certificates and Exchangeable Class Regular Interests (other than the RR Interest) (and in the case
of the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed
Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses and Retained Certificate Realized
Losses, as applicable, allocated to such Class of Principal Balance Certificates or Exchangeable Class Regular Interest.


 


(b)          
(i) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Exchangeable
Certificates, the Exchangeable Combined Certificates and the RR Interest) and the Exchangeable Class Regular Interests will be
reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with
respect to such Distribution Date. Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)           On each Distribution
Date, the Certificate Balance of the RR Interest will be reduced without distribution, as a write-off to the extent of any Retained
Certificate Realized Losses with respect to such Distribution Date.


 


(c)           
With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class
of Principal Balance Certificates (other than the Exchangeable Certificates and Exchangeable Combined Certificates) or Exchangeable
Class Regular Interest pursuant to Section 4.04(a) or Section 4.04(b) with respect to such Distribution
Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 






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Section 4.05     Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a) Appraisal Reduction Amounts and Cumulative Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to
each Class of Principal Balance Certificates (other than the Exchangeable Certificates, the Exchangeable Combined
Certificates and the RR Interest) and the Exchangeable Class Regular Interests solely to the extent of the related Allocated
Appraisal Reduction Amount and Allocated Cumulative Appraisal Reduction Amount, respectively, in Reverse Sequential Order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero.


 


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the
one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention
Percentage and the Non-Retained Percentage, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the 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 Special Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly obtain from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Special 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 Special Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably
expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information in its possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge
or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such
party shall promptly notify the Special Servicer thereof. None of the Master Servicer, the Operating Advisor, the Trustee or the
Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior written request, the
Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining information reasonably required to calculate
or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Special Servicer
is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee.


 


Collateral Deficiency
Amounts allocated to an AB Modified Loan will be allocated to the Exchangeable Class Regular Interests solely to the extent of
the related Allocated Collateral Deficiency Amount in Reverse Sequential Order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class of Control Eligible Certificates is reduced to zero. For the avoidance of doubt,
any Class of Control Eligible


 






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Certificates
or Exchangeable Class Regular Interest shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with
this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts and Allocated Cumulative
Appraisal Reduction Amounts.


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of the Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The Special Servicer
shall promptly notify the Master Servicer and the Certificate Administrator, to the extent it receives such information, of the
amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount
allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through delivery
of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount) and
the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or
Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on information in
its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master
Servicer, the Special Servicer and the Operating Advisor of such event, including the identity and contact information of the new
Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)          
(i) The Holders of the majority of Voting Rights of any grouping of Control Eligible Certificates that is determined at
any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as
a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the
right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or
Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount
(such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure
that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and
shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI
appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal).


 


(ii)           
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether,


 






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based on its assessment of such supplemental Appraisal, any recalculation of
the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, 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 other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the
extent required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable. The Holders of an Appraised-Out Class shall refrain from exercising any direction, control, consent and/or
similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period
beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i)
above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”).
The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior grouping of
Control Eligible Certificates that is not an Appraised-Out Class, if any.


 


(c)           
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify
the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a
prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a
Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt
of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b)
above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder. Based upon such Appraisal or internal
valuation (or any Appraisal obtained in accordance with Section 4.05(b) above), 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 and continuance of any Consultation Termination Event and (ii) other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder, the amount and calculation or
recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan
or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template
format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties


 






    	 	 -331-	 



     


    

 


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. Following the Master Servicer’s
receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such
information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File, and the Certificate
Administrator will calculate the Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount.
Such report of the Appraisal Reduction Amount shall also be promptly forwarded by the Master Servicer (or the Special Servicer
if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the Other Servicer and Other Trustee of such Other Securitization into which the related Serviced
Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by 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 Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination Event (and unless
the related Mortgage Loan is an Excluded Loan as to such party), the Special Servicer shall consult with the Directing Certificateholder
with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral
Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be
required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion
Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained
an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to
the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer
is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated 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 is required to be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s
receipt of the applicable appraisal or preparation of the applicable internal valuation); provided that the Special Servicer’s
failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide
such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.
The Master Servicer shall not calculate Appraisal Reduction Amounts.


 






    	 	 -332-	 



     


    

 


(d)          
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected
Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion
Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and
is continuing, will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)           
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


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


 


(b)          
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is


 






    	 	 -333-	 



     


    

 


hereby
directed to assume that Hare & Co. LLC is the only “middleman” as defined in the WHFIT Regulations unless the
Depositor provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders.
The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event
that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)           
The Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available
(via its website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible
or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the
Certificateholder.


 


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


 


(e)           
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Institutional Accredited
Investor 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 the case may be, relating to the reports being made available pursuant to Sections 3.13(b)
and Section 3.13(d), the Mortgage Loans (excluding any Non-Serviced


 






    	 	 -334-	 



     


    

 


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, the Special Servicer or the Operating Advisor, as applicable,
shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage
Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible
for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within
a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and
the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the
Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the
scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception),
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry
and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the
Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
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


 






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increase the duties of, or result in significant additional costs or expenses
to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor
Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the
Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any
of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content
of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not
submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be
required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner 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 the case may be, relating
to the reports prepared by such parties (each such


 






    	 	 -336-	 



     


    

 


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 the case may be, unless it determines not
to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information
Provider shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry
with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool.
Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page
accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the 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 shall not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section 4.08     Secure
Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt
of each Mortgage Loan Seller’s


 






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Diligence
File Certification and within 120 days following the Closing Date, deliver to the Certificate Administrator an electronic copy
of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon
receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by
it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of
an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of
Exhibit QQ hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the
Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents
or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(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


 






    	 	 -338-	 



     


    

 


Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1
through and including Exhibit A-4, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate
Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by
law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their
execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof.
The Non-Registered Certificates (other than any Class X Certificates and other than the Class R and
Class V Certificates and the RR Interest) will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The RR Interest will be issuable
in minimum Denominations of authorized initial Certificate Balance of not less than $1.00, and in integral multiples of $0.01
in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class (other than
the RR Interest) does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be
issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that
includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R and
Class V Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such
Class R or Class V Certificates and in integral multiples of 1% (or, with respect to the Class V Certificates,
0.1%) 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


 






    	 	 -339-	 



     


    

 


statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate
thereof or by the Initial Purchasers to an affiliate of C-III Collateral Management LLC) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then either:


 


(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.


 






    	 	 -340-	 



     


    

 


(b)          
Certificates of each Class of Non-Registered Certificates (other than any RR Interest during the RR Interest Transfer Restriction
Period or EU Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for
the Depository, as hereinafter provided.


 


(c)           
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V
Certificates shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form of Definitive
Certificates at all times during the RR Interest Transfer Restriction Period and the EU Transfer Restriction Period.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to
beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates
and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions
for re-registration, the 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,


 






    	 	 -341-	 



     


    

 


reports
and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository
or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository’s procedures.


 


(e)           
During the RR Interest Transfer Restriction Period and the EU Transfer Restriction Period, any RR Interest shall only be
held as a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining
Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting
system under the Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate
Administrator shall hold the RR Interest in safekeeping and shall release the same only upon receipt of written instructions, and
in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this
Agreement.  There shall be, and hereby is, established by the Certificate Administrator an account which will be designated
the “Retained Interest Safekeeping Account” and into which the RR Interest shall be held and which shall be governed
by and subject to this Agreement.  In addition, on and after the date hereof, the Certificate Administrator may establish
any number of subaccounts to the Retained Interest Safekeeping Account for each Retained Party.  The RR Interest to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the RR Interest
shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retained Party in accordance
with written instructions provided separately by each Retained Party to the Certificate Administrator.  Under no circumstances
by virtue of safekeeping the RR Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retained Parties. During the RR Interest Transfer Restriction Period and the EU Transfer Restriction
Period and for such longer time as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate
representing the RR Interest at the below location, or any other location; provided the Certificate Administrator has given
notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank NA





Attn: Security Control
and Transfer (SCAT) – MAC N9345-010





425 E Hennepin Avenue





Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the
RR Interest on the Closing Date.


 


Section 5.03     Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the
Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and


 






    	 	 -342-	 



     


    

 


exchanges
of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a
Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates
on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master 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, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 






    	 	 -343-	 



     


    

 


(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate,
such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an
equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)           
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) instructions from Euroclear or Clearstream, if applicable, and
the Depository, directing the Certificate Registrar, as registrar, to


 






    	 	 -344-	 



     


    

 


credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account
of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S
Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate
in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring
such interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest
in the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee
is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate
by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate that is being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or
Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate.
Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance


 






    	 	 -345-	 



     


    

 


represented
thereby by the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S
Book-Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this
Agreement as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered
hereunder.


 


(g)          
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a)
a Class R Certificate or (b) an RR Interest during the RR Interest Transfer Restriction Period or the EU Transfer Restriction
Period) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), and subject to the issuance and transfer of the RR Interest during the RR Interest
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a
transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 






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(i)            
Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made,
then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely
upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor with a medallion stamp guarantee
of the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in
the form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor with
a medallion stamp guarantee of the Retaining Sponsor.  Upon receipt of the foregoing certifications, the Certificate Registrar
shall, subject to Section 5.02(e) and Section 5.03(a), reflect such RR Interest in the name of the prospective
Transferee. For the avoidance of doubt, in no event shall an RR Interest be held as a Book-Entry Certificate during the RR Interest
Transfer Restriction Period or the EU Transfer Restriction Period.


 


(j)            
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)          
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)         
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)          
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or with respect to the RR Interest, the Mortgage Loan Sellers) of any such Certificate shall
be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed
purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect
that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a


 






    	 	 -347-	 



     


    

 


plan
subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as
defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code or any other
plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the purchase and
holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate 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 and will not become a Person specified in clauses (i)(A) or (i)(B)
above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result
in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.03(n) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(o)          
No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each
prospective transferee of a Class R or Class V Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not and
will not become a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and
shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 






    	 	 -348-	 



     


    

 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the
proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 






    	 	 -349-	 



     


    

 


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


 


(p)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)         
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or 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


 






    	 	 -350-	 



     


    

 


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 none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06        Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall maintain
in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that
such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement
or under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit,
then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish
such Certificateholder (at such Certificateholder’s sole cost and expense) a current list of the Certificateholders.
In addition, upon written request to the Certificate Administrator of any Certificateholder or Certificate Owner (if
applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly notify such
Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder. Every
Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held
accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which information was derived. The Master 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


 






    	 	 -351-	 



     


    

 


Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use
to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the
following form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator
received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate
Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization.
Other Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone
number], [email address] and/or [mailing address].”


 


(ii)           
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or
another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07     Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the
Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


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


 



    	 	 -352-	 



     


    

 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
Exchanges of Exchangeable Certificates and Exchangeable Combined Certificates.


 


(a)           
Each Class of Exchangeable Combined Certificates may be exchanged on the books of DTC for the corresponding Classes of Exchangeable
Certificates set forth next to such Class in the table below, and vice versa. The percentage set forth next to each Class
of Exchangeable Certificates in the table below represents the percentage of the aggregate Original Certificate Balance of all
Exchangeable Certificates involved in an exchange that is represented by the Original Certificate Balance of such Class of Exchangeable
Certificates that is required to be surrendered to receive the corresponding Exchangeable Combined Certificates (or that will be
received if Exchangeable Combined Certificates are surrendered) (each an “Exchange Percentage”).


 


	Class of Exchangeable Combined Certificates	Corresponding Classes of Exchangeable Certificates	Exchange Percentage
	Class E	Class E-1

Class E-2	50%

50%
	Class F	Class F-1

Class F-2	50%

50%
	Class EF	Class E-1

Class E-2

Class F-1

Class F-2	
        36.20682755%

        

        36.20682755%

        

        13.79317245%

        

        13.79317245%




 






    	 	 -353-	 



     


    

 


	Class G	Class G-1

Class G-2	50%

50%
	Class EFG	Class E-1

Class E-2

Class F-1

Class F-2

Class G-1

Class G-2	
        24.41901266%

        

        24.41901266%

        

        9.30254528%

        

        9.30254528%

        

        16.27844206%

        

        16.27844206%

        

	Class H	Class H-1

Class H-2	50%

50%


 


Following any exchange
of any Class of Exchangeable Combined Certificates for the corresponding Exchangeable Certificates, or any exchange of the specified
Exchange Percentages of the Exchangeable Certificates for a Class of Exchangeable Combined Certificates, the percentage interests
of the outstanding Certificate Balances of the Exchangeable Regular Interest with the same alphanumeric designation that are represented
by the related Exchangeable Certificates (or related Exchangeable Components) shall be increased or decreased accordingly.


 


There is no limit on
the number of exchanges authorized under this Section 5.09(a); provided that exchanges shall no longer be permitted
following the date when the then current principal balance of the most senior corresponding Exchange Class Regular Interest is
reduced to zero as a result of the payment in full of all interest and principal on that Exchange Class Regular Interest or the
then current principal balance of the most subordinate corresponding Exchange Class Regular Interest is reduced to zero as a result
of the application of Realized Losses to that Exchange Class Regular Interest. In all cases, however, an exchange may not occur
if the face amount of the Certificates to be received in the exchange would not represent a minimum authorized denomination for
the relevant Class as described under Section 5.01. In addition, the Depositor shall have the right to make or cause
exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


The various amounts distributable
on any Class of Exchangeable Certificates or Exchangeable Combined Certificates on each Distribution Date in respect of Interest
Accrual Amounts, Interest Distribution Amounts, Principal Distribution Amounts, reimbursements of Realized Losses and yield maintenance
charges allocated to any of the respective Corresponding Exchangeable Components represented by such Class of Certificates shall
be so distributed in a single, aggregate distribution to the Holders of such Class of Certificates on such Distribution Date. Any
Realized Losses, Interest Shortfalls and other shortfalls, including as a result of Appraisal Reduction Events, allocated to the
respective Corresponding Exchangeable Components represented by any Class of Exchangeable Certificates or Exchangeable Combined
Certificates shall be borne by such Class of Certificates, and any recoveries of such amounts shall be paid to such Class of Certificates.


 


(b)          
In connection with any exchange pursuant to this Section 5.09, the Certificate Registrar shall reduce the outstanding
Certificate Balance of such Class or Classes of Certificates surrendered by the applicable Holder on the Certificate Register and
shall increase the outstanding Certificate Balance of the related Class or Classes of Certificates received by such Holder in such
exchange on the Certificate Register, and the Certificate Registrar or the


 






    	 	 -354-	 



     


    

 


Certificate Administrator, as applicable, shall give
appropriate instructions to the Depository and make appropriate notations on the registered global certificate for each Class of
Certificates involved in such exchange to reflect such reductions and increases.


 


(c)           
Exchangeable Certificates shall be exchangeable on the books of the Depository for a related Class of Exchangeable Combined
Certificates, and Exchangeable Combined Certificates shall be exchangeable on the books of the Depository for the related Exchangeable
Certificates, after the Closing Date (other than any exchanges on the Closing Date pursuant to instructions from the Depositor).
In order to effect an exchange of the Exchangeable Certificates or Exchangeable Combined Certificates, the Certificateholder shall
notify the Certificate Administrator by e-mail at www.ctslink.com no later than three (3) Business Days before the proposed
date for the exchange (the “Exchange Date”). The Exchange Date can be any Business Day other than the first
or last Business Day of the month, subject to the satisfaction of the Certificate Administrator.


 


(d)          
With respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates or Exchangeable Combined Certificates to be exchanged and converted and the Exchangeable Certificate
or the Exchangeable Combined Certificates to be received, (ii) the outstanding principal balance of the initial Certificate
Balance of the Exchangeable Certificates or the Exchangeable Combined Certificates to be exchanged and converted, (iii) the
Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder
shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange and conversion of the Certificates.
A notice becomes irrevocable on the second (2nd) Business Day before the Exchange Date.


 


(e)           
Each of DTC and the certificate administrator may require an exchanging certificateholder to pay certain administrative
charges in connection with an exchange of a Class of Exchangeable Combined Certificates for the corresponding Classes of Exchangeable
Certificates and vice versa. Any such administrative charge payable to the Certificate Administrator in connection with any exchange
shall not exceed $5,000. The first distribution on an Exchangeable Certificate or Exchangeable Combined Certificate shall be made
in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate.
Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable
Certificates to accomplish any exchange.


 


Section 5.10        Voting
Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall
administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by
mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the
following procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which


 






    	 	 -355-	 



     


    

 


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) below. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these


 






    	 	 -356-	 



     


    



 


procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

Operating Advisor, the asset representations reviewer, THE

DIRECTING
CERTIFICATEHOLDER AND THE Risk Retention

Consultation Party


 


Section
6.01     Representations, Warranties and Covenants of the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants
and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion
Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor, as of the Closing Date, that:


 


(i)         The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


(iii)       The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial


 






    	 	 -357-	 



     


    

 


companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


(vii)      The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its 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 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


 






    	 	 -358-	 



     


    

 


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; and


 


(viii)     No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a


 






    	 	 -359-	 



     


    

 


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;


 


(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;


 






    	 	 -360-	 



     


    

 


(vi)       The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


 


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


 


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


 


(d)        The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


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


 


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


 


(iii)       The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 






    	 	 -361-	 



     


    

 


(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 that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


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


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)        The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of 


 






    	 	 -362-	 



     


    

 


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.


 


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 6.03(b) below, each of
the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence, rights and franchises as
an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans
and to perform its respective duties under this Agreement.


 


(b)          Each
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer,
shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement)
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if 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


 






    	 	 -363-	 



     


    

 


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, the Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger,
consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the
applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner
set forth in Section 7.01.


 


(i)         The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)        Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to 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


 






    	 	 -364-	 



     


    

 


liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. (a) None of the Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents
of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person
against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member,
manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
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, if applicable), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection
with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement,
the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required
to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made
by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any
of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any violation
by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable
court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian, Certificate Registrar
and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood
of


 






    	 	 -365-	 



     


    

 


such loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), 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,
if applicable), 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, if applicable), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), 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


 






    	 	 -366-	 



     


    

 


Master Servicer
(including in its capacity as Companion Paying Agent, if applicable) (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.


 


Each of the Master Servicer and
the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its
Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer or Special Servicer,
as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth in this Agreement,
including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c) and
Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections 3.13(d), (g) and (i).


 


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,


 






    	 	 -367-	 



     


    

 


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, if applicable), 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, if applicable), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made


 






    	 	 -368-	 



     


    

 


herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the 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, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 






    	 	 -369-	 



     


    

 


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor
(if any), Non-Serviced Depositor, Non-Serviced Trustee and the Non-Serviced Trust (with respect to the International Square Whole
Loan only), 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, if applicable), 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 the 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 the Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the
cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05     Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder
are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such
determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence and continuance of a


 






    	 	 -370-	 



     


    

 


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 special servicer, as applicable, shall have assumed the Master Servicer’s or the 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 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 reasonable out-of-pocket costs and expenses
(including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event
shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer
if the 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 the Special Servicer, as applicable,
hereunder; provided, however, that the Master Servicer and the Special Servicer shall not be relieved of any of
their respective obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and
is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


 


Section 6.07     The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have
if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08     The
Directing Certificateholder and the Risk Retention Consultation Party. (a)(A)The Directing Certificateholder shall (other
than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period), for so long as no Control Termination Event has occurred and is continuing, be entitled to
advise the Special Servicer as to all Major Decisions


 






    	 	 -371-	 



     


    

 


(other than in respect of any Excluded Loan with respect to such party),
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, for so long as no Control Termination Event has occurred and is continuing (such limitation
not to be applicable to a Loan Specific Directing Certificateholder), the Special Servicer shall not take, and the Special Servicer
shall not consent to the Master Servicer taking, any of the following actions (each, a “Major Decision”) as
to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or five (5) Business Days with
respect to clause (vi)(a) below or thirty (30) days with respect to clause (ix) below) after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder with respect to such Major Decision (provided that if such written objection has not been received by
the Special Servicer within the applicable time period, then the Directing Certificateholder will be deemed to have approved such
action). The Special Servicer shall provide its written recommendation and analysis to the Directing Certificateholder with respect
to:


 


(i)         any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)        any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan
or Serviced Whole Loan other than in connection with a maturity default if refinancing or sale is expected within 120 days as provided
in item (x) of Master Servicer Decisions;


 


(iii)       any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section
3.16(a)(iii) this Agreement, in each case, for less than the applicable Purchase Price;


 


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


 


(v)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as may be effected without the consent of the lender under the related loan agreement;


 


(vi)       (a)
any property management company changes with respect to a Mortgage Loan secured by a hospitality property or a Mortgage Loan secured
by a non-


 






    	 	 -372-	 



     


    

 


hospitality property with a Stated Principal Balance greater than $5,000,000 and including, without limitation, approval
of the termination of a manager and appointment of a new property manager, or (b) franchise changes with respect to a Mortgage
Loan for which the lender is required to consent or approve such changes under the related Mortgage Loan documents);


 


(vii)      releases
of any material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or reserves, other
than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;
provided, however, that releases of any material amounts from any escrow accounts, reserve funds or letters of credit
held as performance escrows or performance reserves specified (along with the related Mortgage Loans) on a schedule to the PSA
shall constitute Major Decisions;


 


(viii)    any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(ix)       any
determination of an Acceptable Insurance Default;


 


(x)        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;


 


(xi)       any
modification, amendment, consent to a modification or waiver of any material term of any Intercreditor Agreement, co-lender or
similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage
Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided,
however, that any such modification or amendment that would adversely impact the Master Servicer shall additionally require
the consent of the Master Servicer as a condition to its effectiveness;


 


(xii)      any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


(xiii)     requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the use
or value of a Mortgaged Property or the borrower’s ability to make any payments with respect to the related Mortgage Loan
or Serviced Pari Passu Companion Loan, (ii) releases of non-material


 






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parcels of a Mortgaged Property (including, without limitation,
any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases
upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related Mortgage Loan
documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction
of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any other approval
or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related to any condemnation
action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property), or (iii)
the release of collateral securing any Mortgage Loan in connection with the full defeasance of the collateral for such Mortgage
Loan;


 


(xiv)     approval
of easements and rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability
to make any payments with respect to the related Mortgage Loan;


 


(xv)      agreeing
to any modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted;


 


(xvi)     determining
whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment or subordination,
nondisturbance and attornment agreement or entry into a new ground lease; and


 


(xvii)    approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements
which in no event relieve any Mortgagor of the obligation to provide financial statements on at least a quarterly basis);


 


provided, however, that, in the event
that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action with respect to the foregoing
matters, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a
Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder, the Risk
Retention Consultation Party or the Operating Advisor), is necessary to protect the interests of the Certificateholders (or, with
respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan)
(as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer
or Master Servicer may take any such action without waiting for the Directing Certificateholder’s response (or without waiting
to consult with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the case may
be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party 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


 






    	 	 -374-	 



     


    

 


Event; provided, however, that, after the occurrence and during the continuance of a Control Termination Event, but
with respect to the Risk Retention Consultation Party, the Special Servicer shall provide notice of such Major Decision and shall,
upon request, consult with the Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan
with respect to such party (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
or the Risk Retention Consultation Party, in respect thereof. In the event the Special Servicer receives no response from the Directing
Certificateholder or the Risk Retention Consultation Party within ten (10) Business Days (or 5 Business Days with respect to clause
(viii)(a) of the definition of “Major Decision” or 30 days with respect to clause (xi) of the definition of “Major
Decision”) following its written request for input on any required consultation, the Special Servicer shall not be obligated
to consult with the Directing Certificateholder or the Risk Retention Consultation Party, respectively, on the specific matter;
provided, however, that the failure of the Directing Certificateholder or the Risk Retention Consultation
Party to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder or the Risk Retention
Consultation Party on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan
or an Excluded Loan as to such party) or Serviced Whole Loan. In addition, after a Control Termination Event, the Special Servicer
will also be required to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions
which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination
Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that
such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor
within ten (10) Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery
of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation,
the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with
the Operating Advisor.


 


Subject to the terms and conditions
of this Section 6.08(a), (i) the Special Servicer shall process all requests in respect of Specially Serviced Loans and
any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with respect to Non-Specially Serviced
Loans, and (ii) the Master Servicer shall process all requests in respect of (A) any matter that constitutes a Master Servicer
Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes a Major Decision with respect to a Non-Specially
Serviced Loan that the Master Servicer and Special Servicer have mutually agreed the Master Servicer shall process.


 






    	 	 -375-	 



     


    

 


Upon receiving a request for
any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan, except
with respect to clause (xi) of the definition of “Major Decision”) that is not a Specially Serviced Loan, the
Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually
agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer
will have no further obligation with respect to such request or the Major Decision. Prior to the occurrence of a Consultation Termination
Event, the Special Servicer shall within ten (10) Business Days forward such request to the Directing Certificateholder together
with the Special Servicer’s written recommendation and analysis. The Directing Certificateholder shall promptly provide notice
to the Special Servicer of any objection the Directing Certificateholder has to the Special Servicer’s written recommendation
and analysis. In any such case, the Master Servicer or the Special Servicer, as the case may be, may at any time act in accordance
with the provisos to the first sentence of the first paragraph of this Section 6.08(a).


 


In addition, with respect to
any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of
the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced
Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to
which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction
or objection contemplated by the preceding paragraphs of this section 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 the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special Servicer
or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice from
the Directing Certificateholder or the Risk Retention Consultation Party, would cause the Special Servicer or the 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 the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify
the Directing Certificateholder or the Risk Retention Consultation Party, respectively, and the Trustee and the Rating Agencies
of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the


 






    	 	 -376-	 



     


    

 


Directing Certificateholder
or the approval of the Risk Retention Consultation Party that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RR Interest, that the Risk
Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 






    	 	 -377-	 



     


    

 


Any Non-Serviced Whole Loan Controlling
Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced Whole
Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates issued under
the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to
such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act
solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole
Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of
the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of
the Controlling Class, the Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall have no
right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder and the Risk Retention Consultation Party shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall
consult with the Directing Certificateholder and, with respect to a Specially Serviced Loan, the Risk Retention Consultation Party
(other than with respect to any Excluded Loan as to such party) to the extent set forth herein in connection with any action to
be taken or refrained from taking; and (iii) after the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder (other than the Loan-Specific Directing Certificateholder and, with respect to any non-Specially Serviced Loan
(or any Mortgage Loan with respect to decisions pursuant to clause (vii) of the definition of “Major Decision”),
the Risk Retention Consultation Party (and at any time with respect to any Excluded Loan as to such party) 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 or Risk Retention
Consultation Party, respectively, and with respect to any Specially Serviced Loan, the Risk Retention Consultation Party shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special
Servicer and any other applicable party shall consult with the Risk Retention Consultation Party (other than with respect


 






    	 	 -378-	 



     


    

 


to any
Excluded Loan as to such party) to the extent set forth herein in connection with any action to be taken or refrained from taking.


 


Section
6.09     Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be
deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to
the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank,
National Association, or where the groups or divisions responsible for performing the obligations in such capacities have one
or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End of Article VI]


 


Article
VII


 


SERVICER
TERMINATION EVENTS 


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination.
(a) “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer or the
Special Servicer, as the case may be, 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 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 failure continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days
in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may be, contemplated by Article
XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a


 






    	 	 -379-	 



     


    

 


Servicing Advance or (C) fifteen (15)
days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the
case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than 25% of
all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure, by
the related Serviced Companion Noteholder; provided, however, if such failure is capable of being cured and the Master
Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty
(30) days; provided, further, however, that such extended period will not apply to the obligations regarding
Exchange Act reporting; or


 


(iv)       any
breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall
have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however, that
if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or unstayed for a
period of sixty (60) days; or


 


(vi)       the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer, as the case may be, 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


 






    	 	 -380-	 



     


    

 


the benefit
of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(viii)     the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days;


 


(ix)       Moody’s
(or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or classes of Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or classes of Serviced Pari Passu Companion Loan Securities, as
applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by Moody’s (or, in the case of Serviced
Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60) days) and, in the case of either of clauses
(A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the
sole or a material factor in such action; or


 


(x)        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 or Special Servicer is not reinstated to at least that
rating within 60 days of the delisting.


 


(b)        If
any Servicer Termination Event with respect to 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 may, and at the written direction of
the Directing Certificateholder (solely with respect to the Special Servicer and only (i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates entitled to
more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of
the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is
a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing
to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section
3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and
the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that
the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected
Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee with


 






    	 	 -381-	 



     


    

 


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 the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special
Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of
the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section
3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee
for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to
the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it
is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant
to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special
Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees
and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


 


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii), (a)(ix) or (a)(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 the Master Servicer hereunder. In
the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the
Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan.


 






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Any 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).


 


(d)          Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement, at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of 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 meeting the requirements of this Section 7.01(d); provided that, with respect to a Servicing
Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related
Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights and obligations under
this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor
Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) shall appoint a successor
special servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities,
the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan.


 


After the occurrence and during
the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates (other than the RR Interest)
requesting a vote to replace 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


 






    	 	 -383-	 



     


    

 


administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders
to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation
shall be obtained at the expense of such Holders) and confirmation from the applicable rating agencies that such appointment (or
replacement) will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by
mail, and conduct the solicitation of votes of all Certificates (other than the RR Interest) 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 66-2/3% 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 the Special Servicer
(which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall
include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholder’s direction to remove such Special Servicer shall not apply to any Serviced
AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period
or to any Servicing Shift Whole Loan.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the 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.


 


Each Servicing Shift Lead Note
holder shall have the right, to the extent provided under the related Intercreditor Agreement, to replace the Special Servicer
solely with respect to the related Servicing Shift Whole Loan, as applicable, 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 related Servicing Shift 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





 






    	 	 -384-	 



     


    

 


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 related Servicing Shift Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable
against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event
under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence and
continuance 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 in the form of Exhibit W attached hereto (which form may be modified or supplemented from time
to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the
terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written 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 the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.
Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting
Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency and
confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee
shall (i) terminate all


 






    	 	 -385-	 



     


    

 


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 obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not
receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove 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 a Special Servicer with respect to an AB
Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related
Intercreditor Agreement or with respect to any Servicing Shift Whole Loan.


 


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 the 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)(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)(ix).


 


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if the Master Servicer
is not otherwise terminated, or (2) 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 Serviced Companion Loan Securities, 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 Serviced Companion Loan Securities, 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.


 






    	 	 -386-	 



     


    

 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder shall select
an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in
accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at any time
the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder or the Holder
of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer
but does not so appoint within 30 days of notice of such resignation, the resigning Special Servicer shall select the related Excluded
Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified
Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator
and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form
8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special Servicer
that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan,
(1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be
an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall
be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as
the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer of the
Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge that a
Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide prompt written
notice thereof to each of the other parties to this Agreement.


 






    	 	 -387-	 



     


    

 


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 clause (a) of Section 6.05 or receives a notice of termination for cause pursuant
to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified
in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master Servicer or that
Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as
provided in Section 7.01(d), as applicable, in all respects in its capacity as the Master Servicer or the 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, however, that any failure to perform
such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer
or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which that 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 that Master Servicer or that Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing
Certificateholder (solely with respect to 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 with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established


 






    	 	 -388-	 



     


    

 


mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to that
Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or the 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 Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with
respect to 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 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 the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated Special Servicer and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any
reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function (other than with respect to
a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable.
If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not
thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer
has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs
and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the
Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee
is terminating the Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or
parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 






    	 	 -389-	 



     


    

 


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, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04     Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event;
provided, however, that a Servicer Termination Event under clause (i), (ii) or (ix) of Section
7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination
Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI) may be waived
only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights of any affected
holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination Event shall
cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver
from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.


 


Section 7.05     Trustee
as Maker of Advances. In the event that 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) 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


 






    	 	 -390-	 



     


    

 


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 the Master Servicer’s
default in its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer
shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances
shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for
such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


[End of Article VII]


 


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, however,
that:


 






    	 	 -391-	 



     


    

 


(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;


 


(ii)        Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the
Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under
this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)        The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section 8.02     Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)         The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(ii)        The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete


 






    	 	 -392-	 



     


    

 


authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)       Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)        Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)       The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case


 






    	 	 -393-	 



     


    

 


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;


 


(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 the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)         In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xii)      Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each of the Trustee and the Certificate
Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee and
Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as
Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth
on any outstanding Certificate, shall not be taken as the


 






    	 	 -394-	 



     


    

 


statements of the Trustee or the Certificate Administrator, and the
Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04     Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator. (a) As compensation for the performance of their respective duties hereunder, the
Trustee will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the
Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate
Administrator’s portion of one (1) month’s interest at the Certificate Administrator Fee Rate, which shall cover
recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan
(other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee
monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to
time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as
interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon is
computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the
Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator
Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its
powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or
Certificate Administrator Fee shall be payable with respect to any Companion Loan.


 






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(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 the successor to the Master Servicer or the Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating
Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, however, that none
of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf
of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically
required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful
misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach
of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in
Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of
this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of
a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor or any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii)
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times


 






    	 	 -396-	 



     


    

 


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 “BBB+” by S&P, “A2” by Moody’s and “A-” by Fitch; provided that
the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) its
unsecured short-term debt obligations have a short-term rating of not less than “P-2” by
Moody’s, “F1” by Fitch and “A-2” by S&P, (b) solely with respect to the Trustee, it
maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s for so long as the Master
Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s and “A+” by Fitch; provided
that nothing in this proviso shall impose on the Master Servicer any obligation to maintain such rating or any other rating
and (iv) an entity that is not a Prohibited Party.


 


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus
of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In the event the place of business from which the Certificate Administrator
administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction that imposes
a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the
Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with the
effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from
a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, 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


 






    	 	 -397-	 



     


    

 


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 ninety (90)
days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court
of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and such petition
will be an expense of the Trust.


 


(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, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to 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 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


 






    	 	 -398-	 



     


    

 


successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs
and expenses associated with the transfer of its duties.


 


If the same party is acting as
Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or
Certificate 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-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2 or in blank, and (ii) in the case of the other
assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the
outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or
the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered Holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement;
(c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt
of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the
Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned
to such successor


 






    	 	 -399-	 



     


    

 


trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or to the Custodian
with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note
the same in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or
certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor trustee or certificate administrator without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor
Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder
(other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s option
shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and
the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to
more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to
enable the successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as 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


 






    	 	 -400-	 



     


    

 


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. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(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


 






    	 	 -401-	 



     


    

 


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.


 


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


 






    	 	 -402-	 



     


    

 


(a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


(vii)      No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the 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, the Master Servicer and the 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, the Master
Servicer and the 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,
the Master Servicer or the 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


 






    	 	 -403-	 



     


    

 


Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


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


 


(iii)       The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general 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


 






    	 	 -404-	 



     


    

 


the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15     Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


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 Holder 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”


 






    	 	 -405-	 



     


    

 


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 Section 3.03(d) and Section 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 Certificates, Class R Certificates and the RR Interest) and the payment or deemed
payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage Loans and REO Properties in the
Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount equal to the product of (i) the
Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the Holders of the RR Interest
in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained Percentage and
(ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed to the Holder or Holders of the then-outstanding
Certificates (other than the RR Interest) in exchange for such Certificates; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the
date hereof.


 


Following the date on which the
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding
(and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class V Certificates, Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the right,
with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V Certificates, Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01(a) by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V Certificates, Class
R Certificates and the RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not
later than the Distribution Date on which the final distribution on the Certificates is to occur, shall (i) remit for deposit in
the Collection Account an amount in immediately available funds equal to (a) the product of the Required Credit Risk Retention
Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master 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, and (ii) be deemed to pay to the Trust (which


 






    	 	 -406-	 



     


    

 


amount shall be
further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest)) an amount equal to the
product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, the Master Servicer shall transfer all
amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the
P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the
Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced
Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion
of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been
made and following the surrender of all its Certificates (other than the Class V Certificates, Class R Certificates and the RR
Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders of the RR Interest
in immediately available funds an amount equal to the product of the Required Credit Risk Retention Percentage and the Termination
Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance
Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against
amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holder 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 this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class
R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage
Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans 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


 






    	 	 -407-	 



     


    

 


Servicer or the Special Servicer purchases, or the Holder of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holder of
the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier
REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion
shall be deposited in the Collection Account). 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 Holder of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holder of the majority of
the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer
of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For purposes of this Section
9.01, the Holder of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and
Lower-Tier REMIC, then the Special Servicer, then the Master Servicer and then the Holders of the Class R Certificates. For purposes
of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination pursuant
to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders, each
Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c) (who
shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the provisions
of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed
(a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the Trust) and
each REO Property remaining in the Trust Fund, not earlier than the fifteenth (15th) day and not later than the twenty-fifth (25th)
day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such
final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 






    	 	 -408-	 



     


    

 


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
and the Exchangeable Class Regular Interests pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account and
the Exchangeable Class Distribution Account, as applicable, 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 or Exchangeable Class Distribution
Account, as applicable, that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Class
V Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.
Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest
in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a) In the event the Master Servicer or
the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following
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 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.


 






    	 	 -409-	 



     


    


 



[End of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   REMIC
Administration. (a) The Certificate Administrator
shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under
Applicable State and Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the
taxable year ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued.
For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates and the Exchangeable
Class Regular Interests shall be designated the “regular interests,” and the Class UR Interest shall be designated
the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the
Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests”
and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None
of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC.
By their acceptance thereof, the Holder of the largest Percentage Interest in the Class R Certificates hereby agrees to irrevocably
appoint the Certificate Administrator as its agent to perform all of the duties of the “tax matters person” for the
Trust REMICs. In addition, by their acceptance thereof, the Holders of the Class R Certificates agree to the designation of the
Certificate Administrator as the “partnership representative” for the Trust REMICs under Section 6223 of the Code to
the extent that section applies to the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee


 



    	 	 -410-	 



     


    

 


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.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service 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.


 


(f)           The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master 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, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 



    	 	 -411-	 



     


    

 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the 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 or Retained Certificate Realized Losses, as applicable, arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section
4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a) or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any Realized Losses
or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in
respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master 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.


 


(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)           Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 



    	 	 -412-	 



     


    

 


(j)           Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and each Exchangeable Class Regular Interest 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.


 


(l)           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 the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or
any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)         The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 


Section 10.02   Use
of Agents. (a) The Trustee shall
execute all of its obligations and duties under this Article X through its Corporate Trust Office. The Trustee may execute
any of its obligations and duties under this Article X either directly or by or through agents or attorneys. The Trustee
shall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of any such
agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 



    	 	 -413-	 



     


    

 


Section 10.03   Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from
the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04   Appointment
of REMIC Administrators. (a) The Certificate Administrator
may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act
on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in
which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act
in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator,
then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a 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


 



    	 	 -414-	 



     


    

 


notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


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-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan,
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator
shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate
Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available
to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator,
as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other
information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor
or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor
or the related


 



    	 	 -415-	 



     


    

 


Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any
related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against
such third party in connection with such obligation.


 


Section 11.02   Succession;
Subcontractors. (a) As a condition to
the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a servicer
as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement
by any Person (i) into which the Master Servicer and the 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 the Special Servicer or to any
such Sub-Servicer or Certificate Administrator, the person removing and replacing the Master Servicer and the Special Servicer
or Certificate Administrator shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator
and each Other Depositor, as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or
appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor
and the Other Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor, Other Depositor
or Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided, however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement,
the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may be, shall
submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and 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


 



    	 	 -416-	 



     


    

 


such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section
11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted
to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 



    	 	 -417-	 



     


    

 


(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
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


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
and Retrieval System (“EDGAR”)) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the
next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to
this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06,


 



    	 	 -418-	 



     


    

 


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
AA to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit AA
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit LL; (ii) the parties listed on Exhibit AA hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit DD (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit AA of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 



    	 	 -419-	 



     


    

 


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
LL hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account
(to the extent the related information has been received from the 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 shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the fifth
(5th) calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the
questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage Loan
and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit JJ (A) the amount of any such Additional Debt or mezzanine debt,
as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: George Kok, Telephone: (212) 761-0327. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate


 



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Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the
reporting period in which such request was received a Special Notice including the information required to be included pursuant
to Section 5.06.


 


(b)          After
preparing the 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 fifteenth (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 1585 Broadway, New York, New York, 10036, Attention: George Kok, with a copy
to: Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New York, New York 10020, Attention: Legal Compliance Division.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.04(b) related to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other


 



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Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section 11.05   Form
10-K Filings. (a) Within ninety (90)
days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31
of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing
in March 2017, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been
delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)           an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)          (A)the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such
instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)          (A) the
registered public accounting firm attestation report for the Trustee, the Master 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


 



    	 	 -422-	 



     


    

 


(iv)        a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715 2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit BB shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
DD and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of a report
on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely
on such representations in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such


 



    	 	 -423-	 



     


    

 


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 1585 Broadway,
New York, New York, 10036, Attention: George Kok, with a copy to: Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New
York, New York 10020, Attention: Legal Compliance Division. 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 or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06   Sarbanes-Oxley
Certification. Each Form 10-K shall
include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required to be included therewith pursuant to the
Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements
of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the
Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect
to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as the case may be, that
is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and
(ii) with respect to each other Servicing Function Participant with


 



    	 	 -424-	 



     


    

 


which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to
the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification
for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2017, a certification substantially in the form attached
hereto as Exhibits Y-1, Y-2, Y-3, Y-4, Y-5, Y-6 or Y-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing
Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the
Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization (including an
“Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance
Certification or a separate certification in form and substance similar to applicable Performance Certification (which shall address
the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by
such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant
to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification
that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11.
In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected
Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided
in


 



    	 	 -425-	 



     


    

 


EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other
Depositor and Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section
11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided
to such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer
or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s
knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness
of information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07   Form
8-K Filings. Within four (4) Business
Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”),
and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice
thereof to the Depositor, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of
the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form
8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit CC to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information
or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the second (2nd) Business Day after the occurrence of a Reportable Event (i) the parties set
forth on Exhibit CC hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent
a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format
or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure
Information, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Form 8-K Disclosure Information,
an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor will approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither
the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including


 



    	 	 -426-	 



     


    

 


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 twenty-four (24) hours
after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the third (3rd) Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by
overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form
8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at 1585 Broadway, New York, New
York, 10036, Attention: George Kok, with a copy to: Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New York, New York
10020, Attention: Legal Compliance Division. 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 the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the
Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to
promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the second (2nd) Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the


 



    	 	 -427-	 



     


    

 


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 or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has
filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   Form
15 Filing. On or prior to January
30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable
law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”)
or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period
occurring after the filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under
Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under
Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after
the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is
required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms
10-D, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section 11.09   Annual
Compliance Statements. The Master Servicer,
the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian,
the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance with
respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer
engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional
Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver
to), on or before March 1st of each year, commencing in March 2017, deliver to the Trustee, the Certificate Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and
the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s


 



    	 	 -428-	 



     


    

 


Certificate,
in the form attached hereto as Exhibit GG (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding
calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by
such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer,
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the
17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit GG. Promptly after receipt
of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with
which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of
any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether
or not such Certifying Servicer or Additional Servicer is acting as 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,


 



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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 or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


 


Section 11.10   Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March
1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be
required to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian,
the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and
each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee,
Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable
efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor),
and the 17g-5 Information Provider, a report substantially in the form of Exhibit HH or such other form provided by such
Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment
of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Such report shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting
Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on


 



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a certification substantially in the form of Exhibit Z hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit Z and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)          The
Master 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 Z 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 FF, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master 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 the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable


 



    	 	 -431-	 



     


    

 


servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11   Annual
Independent Public Accountants’ Attestation Report. On or before March 1st
of each year, commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was
no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each
at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the 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 and
continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second
(2nd) Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies,
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting


 



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Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each
such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation
S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use
language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of
such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to
the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the
Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of
such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12   Indemnification. Each of the Master 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


 



    	 	 -433-	 



     


    

 


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 Master Servicer, the 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 and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
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 or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such


 



    	 	 -434-	 



     


    

 


Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by 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 or any Other Depositor informed of its progress with the Commission or
its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the
Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall
cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond
to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with
the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master 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.


 


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


 



    	 	 -435-	 



     


    

 


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, the Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13   Amendments. This Article XI
may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes of complying with Regulation
AB and/or to conform to standards developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act
without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or,
with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary
contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to
the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this
Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section 11.14   Regulation
AB Notices. Any notice, report or
certificate required to be delivered by any of the Master 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”)


 



    	 	 -436-	 



     


    

 


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)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation
AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary
to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, 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 (i) negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related commercial mortgage pass through
certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result
of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material to the
extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee (where
such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually
and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the 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 the case may
be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject to
any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or changes in
factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance
notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered
into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees


 



    	 	 -437-	 



     


    

 


and expenses of
counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master 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 (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement,
or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit
S), cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation
AB Companion Loan Securitization in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement
(so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization
such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate
administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements
of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and the 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, the 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 (provided that (a) such party has received notice of the occurrence of the related
Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement,
or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit
S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until 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)


 



    	 	 -438-	 



     


    

 


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 material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master 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 (provided that (a) such party has received notice of the occurrence of the related Regulation
AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c)
the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S),
provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable, under such Regulation AB
Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of
compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting
firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent
required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be,
complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (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 depositor, trustee and certificate administrator under such Regulation AB Companion Loan Securitization (provided
that (a) such


 



    	 	 -439-	 



     


    

 


party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such
party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan
Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan Securitization
a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of
Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)           Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the 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 the 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 the Special Servicer, as the case may be, no later
than two (2) Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be, is required
to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer or the Special Servicer, as the case may be, is in receipt of the updated financial
statements of such “significant obligor” for any calendar quarter (other than the fourth (4th) calendar quarter of
any calendar year) from the Mortgagor, beginning with the first calendar quarter in which such notice from the Other Depositor
was received, or the updated financial statements of such “significant obligor” for any calendar year, beginning for
the calendar year in which such notice from the Other


 



    	 	 -440-	 



     


    

 


Depositor was received, as applicable, the Master Servicer or the Special
Servicer, as the case may be, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer
or the Special Servicer, as the case may be, in accordance with CREFC® guidelines and (B) if such financial statement receipt
occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
or the Special Servicer, as the case may be, does not receive such financial information satisfactory to comply with Item 6 of
Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business
Days after the date such financial information is required to be delivered under the related Mortgage Loan documents, the Master
Servicer or the Special Servicer, as the case may be, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into
after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the Special Servicer, as the case may be, shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer or
the Special Servicer, as the case may be, 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


 



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hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16   Certain
Matters Regarding Significant Obligors. As of the Closing Date,
with respect to the Trust, there is no “significant obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant
Obligor”).


 


Section 11.17   Impact
of Cure Period. For the avoidance of doubt, neither the
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article
XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
during any grace period provided for in this Article XI; provided that if any such party fails to comply with the
delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall constitute
a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event
pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s
obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not
be in compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required
hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required
to file Exchange Act reports.


 


[End of Article XI]


 


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 Form 10-D relating to the reporting period in which
the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following Mortgage Loans identified below are sixty (60) or more days delinquent and
an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate


 



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Administrator, based on information provided to it by the Master
Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a Delinquent
Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and,
if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3),
deliver such information in a written notice (which may be via email) in the form of Exhibit RR within two (2) Business
Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
(other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate
Administrator, within ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a
written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the
Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the Asset Representations
Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who
cast votes and (ii) a majority of an Asset Review Quorum within one hundred fifty (150) days of receipt of the Asset Review Vote
Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate
Administrator with a certification substantially in the form attached hereto as Exhibit QQ (which shall be sent via email
to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website). Upon
receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days after
such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review
Vote has not occurred within such one hundred fifty (150) day period following the receipt of the Asset Review Vote Election, no
Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required
to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration
of such one hundred fifty (150) day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger
is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence
of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred
within one hundred fifty (150) days after the Asset Review Vote Election described in clause (C) in this sentence. After
the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 



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(b)          (i)Upon
receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all Mortgage Loans),
the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect
to clause (6) below for Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide
the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, copies of all Asset Status
Reports and Final Asset Status Reports related to each Delinquent Loan, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)           In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special


 



    	 	 -444-	 



     


    

 


Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from
the related Mortgage Loan Seller; provided that the Mortgage Loan Seller is required under the related Mortgage Loan Purchase
Agreement to deliver such missing document only to the extent such document is in the possession of such party but in any event
excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller or any draft
documents or privileged or internal communications.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)         Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)         The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 



    	 	 -445-	 



     


    
 


(vii)         
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six
(56) days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer
determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the
Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with
respect to all Mortgage Loans) or from the related Mortgage Loan Seller within ten (10) Business Days following the request by
the Asset Representations Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the case
may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents
in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such
documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report
to the Special Servicer and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations
and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents or explanations to support the related Mortgage Loan
Seller’s claim that the representation and warranty has not failed a Test or that any missing information or documents in
the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the
event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)       
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room
is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration
of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i)
a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the


 






    	 	 -446-	 



     


    

 


applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)          
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the 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 thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Special Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)            The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the 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, the Master Servicer, the 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


 






    	 	 -447-	 



     


    

 


virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)           
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.00041% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)            As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this paragraph, “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, in the case of a Delinquent Loan, the sum of: (i) $15,000 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) $2,000 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 for the year
of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset Representations
Reviewer Asset Review Fee”).The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is
insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer
that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer
shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment
set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount.
A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset
Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address
listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller
for delivery of notices in accordance with this Agreement, or ninety (90)





 






    	 	 -448-	 



     


    

 


days following
attempted delivery of such invoice by registered mail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding
any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related
Mortgage Loan Seller and the Special Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts
to the extent paid by the Trust.


 


(c)           
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or
substituted by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)           
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03    Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its
obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have
accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset
Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all
reasonable costs and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04    Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make
any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to
(i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or
(ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset
Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and
(B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset
Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)           
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 






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


 


(ii)          
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)         
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)          
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously


 






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delivered
to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer
under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all
amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior
to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required
to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination
due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and
each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction
Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations


 






    	 	 -451-	 



     


    

 


Reviewer
shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or
(2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations 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 Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special 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, each Rating Agency, and, prior to the occurrence and continuance of a Consultation Termination
Event and the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01    Amendment.
(a)This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 






    	 	 -452-	 



     


    

 


(i)            
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)          
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu Companion Loan not
consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if


 






    	 	 -453-	 



     


    

 


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);


 


(vii)         
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)        
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan as
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder, determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)          
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post
such notice to the Certificate Administrator’s Website; or


 






    	 	 -454-	 



     


    

 


(x)           
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or
rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)            This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)           
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)          
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)          
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






    	 	 -455-	 



     


    

 


(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 shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance
with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions
of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision specifically required to be included
in this Agreement by an Intercreditor Agreement related to a Companion Loan without, in each case, the consent of the holder of
the related Companion Loan(s).


 


(d)            No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of
the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall
post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the
Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicer, the Special Servicer, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)           
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)           
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)            The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c)
and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if
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 Section 13.01(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


 






    	 	 -456-	 



     


    

 


that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(i)           
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in
connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          
This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


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


 






    	 	 -457-	 



     


    

 


any
action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.


 


(b)            No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)           
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of 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


 






    	 	 -458-	 



     


    

 


WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05    Notices.
(a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided
herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for
notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed
to have been duly given only when received), to:


 


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


 






    	 	 -459-	 



     


    

 


In the case of the Master Servicer:

 


Wells Fargo Bank, National Association


 Commercial Mortgage Servicing


 MAC D1086-120, 550 South
Tryon Street, 14th Floor


 Charlotte, North Carolina
28202

Attention: MSC 2016-BNK2 Asset Manager

Telecopy Number: (704) 715-0036


 


and a copy to:



Mayer Brown LLP


 214 North Tryon Street,
Suite 3800





Charlotte, North Carolina 28202





Attention: Christopher J. Brady,
Esq.


 


In the case of the Special Servicer:


 

C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303

Attention: Jenna Unell


 


with a copy to:


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303





Attention: Lindsey Wright

 


In the case of the Directing
Certificateholder:


 


C-III Collateral Management LLC

c/o C-III Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, NY 10022

Facsimile: (972) 868-5303





Attention: George Carleton


 


with a copy to:


 


C-III Capital Partners LLC

717 Fifth Avenue, 18th Floor

New York, NY 10022

Facsimile: (972) 868-5303


 






    	 	 -460-	 



     


    

 


Attention: Kevin C. Donahue


 


with a copy to:


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303





Attention: Lindsey Wright


 


with a copy to:


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600

Irving, Texas 75039

Facsimile: (972) 868-5303





Attention: Jenna Unell


 


In the case of the Risk Retention
Consultation Party:


 


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 Trustee:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee MSC 2016-BNK2


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 






    	 	 -461-	 



     


    

 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2016-BNK2


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Mortgage Loan
Sellers:


 


		1.	Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28288

Attention: Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2



 


with a copy to:



Jeff D. Blake, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina, 28288


 


and a copy to:



Ross Stewart

Wells Fargo Bank, National Association

333 Market Street, 17th Floor

San Francisco, California 94105

Telephone number: (415) 801-8505

Email: ross.l.stewart@wellsfargo.com


 






    	 	 -462-	 



     


    

 


		2.	Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@baml.com



with copies to:



Todd Stillerman

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Email: william.stillerman@bankofamerica.com



and



Katten Muchin Rosenman LLP

550 South Tryon Street, 29th Floor

Charlotte, North Carolina 28202

Attention: Joshua Yablonski, Esq.

Facsimile: (704) 444-2050

Email: joshua.yablonski@kattenlaw.com



 


		3.	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 and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent 

contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    	 	 -463-	 



     


    

 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)            Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be,
the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested
by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:


 


S&P Global Ratings





55 Water Street, 41st Floor





New York, New York 10041





Attention: Commercial Mortgage Surveillance
Manager





Email: cmbs_info_17g5@standardandpoors.com


 


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


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 






    	 	 -464-	 



     


    

 


Section 13.06   
Severability of Provisions.If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest.The Depositor intends that the conveyance of the Conveyed Property shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to
the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in,
to and under the Conveyed Property and all proceeds thereof, in each case, whether now owned or existing or hereafter acquired
or arising, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or
cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly
following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to
the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior
to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner
with the Certificate Administrator in the preparation and filing of such continuation statement. This Section 13.07
shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section 13.08    Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of
the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting
Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended
third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person,
including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this
Agreement.


 


(b)           Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor,
Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-


 






    	 	 -465-	 



     


    

 


party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings.The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 


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
5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 






    	 	 -466-	 



     


    

 


(vi)          
any material damage to any Mortgaged Property;


 


(vii)          any assumption with respect to a Mortgage Loan; and


 


(viii)         any release or substitution of any Mortgaged Property.


 


(c)          
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)            The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably 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 the 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 the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Master Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or the Special Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	 	 -467-	 



     


    

 


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:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	C-III ASSET MANAGEMENT LLC,
 Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



 






     


     

    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	 	 	 
	 	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:



  




     


     

    

 





	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 ____________ 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:	 
	 	 



 




     


     

    

 





	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, 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 ____________ 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:	 
	 	 


  




     


     

    

 





	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 C-III Asset
Management LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited
liability company, and acknowledged to me that such ____________ 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:	 
	 	 


 




     


     

    

 





	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 ____________ 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:	 
	 	 


 




     


     

    

 





	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 Wilmington
Trust, National Association, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such ____________ 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:	 
	 	 


 




     


     

    

 





	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
Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services
LLC, a limited liability company, that 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 ____________ 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:	 
	 	 







 






     


     

    



 





EXHIBIT
A-1


 


FORM
OF CLASS [__] CERTIFICATE


 


CLASS
[__]


 


MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-BNK2, CLASS [__]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR
BOOK-ENTRY CERTIFICATES: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 


 



 





		1	Temporary
                                         Regulation S Book-Entry Certificate legend.



 


		2	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-1-1


     

    

 





SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]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 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.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL CERTIFICATE BALANCE SET FORTH BELOW.]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 



  


		3	Book-Entry
                                         Certificate legend.



 






    A-1-2


     

    

  


[FOR
CLASS E-1, CLASS E-2, CLASS E, CLASS F-1, CLASS F-2, CLASS F, CLASS EF, CLASS G-1, CLASS G-2, CLASS G, CLASS EFG, CLASS H-1, CLASS
H-2 AND CLASS H CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


THIS
CERTIFICATE REPRESENTS [FOR CLASS E-1, CLASS E-2, CLASS E, CLASS F-1, CLASS F-2, CLASS F, CLASS EF, CLASS G-1, CLASS G-2, CLASS
G, CLASS EFG, CLASS H-1, CLASS H-2 AND CLASS H CERTIFICATES: BENEFICIAL OWNERSHIP OF] ONE OR MORE “REGULAR INTERESTS”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[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 AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON)
THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE


 






    A-1-3


     

    

 


ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR
CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCE OF THE CLASS A-S AND CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE
BALANCES OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR
CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES
IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE
PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E-1, CLASS E-2, CLASS E, CLASS F-1, CLASS F-2, CLASS F,
CLASS EF, CLASS G-1, CLASS G-2, CLASS G, CLASS EFG, CLASS H-1, CLASS H-2 AND CLASS H): THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 






    A-1-4


     

    

 








	PASS-THROUGH
                                         RATE: [[____]% per annum] [FOR CLASS X-A, X-B or X-D: VARIABLE IN ACCORDANCE WITH
                                         THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 22, 2016

         

        FIRST
        DISTRIBUTION DATE:

        December 16, 2016

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	MASTER
                                         SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

        

         

        SPECIAL
        SERVICER:

         

        C-III
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        COMMON
        CODE NO.: [           ]

         

        CERTIFICATE
        NO.: [_]-[_]

        






 






    A-1-5


     

    

 


CLASS
[__] CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection 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 November 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
Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates
are designated as the MORGAN STANLEY CAPITAL I TRUST 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents [FOR CLASS E-1, CLASS E-2, CLASS E, CLASS F-1, CLASS F-2, CLASS F, CLASS EF, CLASS G-1, CLASS G-2, CLASS
G, CLASS EFG,


 






    A-1-6


     

    

 


CLASS
H-1, CLASS H-2 AND CLASS H CERTIFICATES: beneficial ownership of] one or more “regular interests” in a “real
estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended (the “Code”). Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE
CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1, H-2 and H): principal
and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS A-1, A-2, A-SB, A-3, A-4, A-S,
B, C AND D CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C, D, E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG, H-1, H-2 and H): Principal and
interest] allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a
final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master


 






    A-1-7


     

    

 


Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the
Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of
the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 






    A-1-8


     

    

 


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 REGISTERED PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4,
A-S, B, C): $10,000][FOR NON-REGISTERED PRINCIPAL BALANCE CERTIFICATES: CLASS D, E-1, E-2, E, F-1, F-2, F, EF, G-1, G-2, G, EFG,
H-1, H-2 and H: $100,000][FOR CLASS X CERTIFICATES: $1,000,000], and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 






    A-1-9


     

    




 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of an RR Interest) or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR


 






    A-1-10


     

    

 


Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)     
  to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such


 






    A-1-11


     

    

 


amendment
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,


 






    A-1-12


     

    

 


no
amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in
the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without, in each case, the consent
of the holder of the related Companion Loan(s).


 


The
Holder 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.


 


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 and RR Interest), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class
R Certificates and RR Interest) together with the payment of the Termination Purchase Amount for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-1-13


     

    

  


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-1-14


     

    

 


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:
November ___, 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-1-15


     

    




 





ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-1-16



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    	A-1-17



    	 



    





 


EXHIBIT
A-2


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-BNK2, 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 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 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.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 



    A-2-1


     

    

 













INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH 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 SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER


 






    A-2-2


     

    

 


THINGS,
TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN
ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-2-3


     

    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 22, 2016

         

        FIRST
        DISTRIBUTION DATE:

        December 16, 2016

         

        CLASS
        R PERCENTAGE INTEREST: [_]%

        
	MASTER
                                         SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        C-III
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
        NO.: R-[_]

         

	 	 	 	 












    A-2-4


     

    

 





CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection 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 November 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 Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the MORGAN STANLEY CAPITAL I TRUST 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured


 






    A-2-5


     

    

 


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 Treasury Regulations Section 301.6231(a)(7)-1, and
the Certificate Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact and agent for any such
Person that is the “tax matters person” and (ii) as the “partnership representative” for each Trust REMIC
within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMIC).


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to


 






    A-2-6


     

    

 


which
notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become
due, (4) the 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.


 






    A-2-7


     

    

 


Tax
Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling and Servicing Agreement
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has
no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that
the proposed transferee’s statements in its Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date


 






    A-2-8


     

    

 


shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest),
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)     to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that





 






    A-2-9


     

    

 


such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and


 






    A-2-10


     

    

 


Servicing
Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion
Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that


 






    A-2-11


     

    

 


such
amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provision specifically
required to be included in the Pooling and Servicing Agreement by an Intercreditor Agreement related to a Companion Loan without,
in each case, the consent of the holder of the related Companion Loan(s).


 


The
Holder 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.


 


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 and RR Interest), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class
R Certificates and RR Interest) together with the payment of the Termination Purchase Amount for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 






    A-2-12


     

    

 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-2-13


     

    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 











	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but solely
    as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






Dated:
November ___, 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-2-14


     

    




 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-15


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-2-16


     

    

 


 EXHIBIT
A-3


 


FORM
OF CLASS V CERTIFICATE


 


CLASS
V


 


MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-BNK2, 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 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)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






    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 SUCH 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-3-2


     

    

 








	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 22, 2016

         

        FIRST
        DISTRIBUTION DATE:

        December 16, 2016

         

        CLASS
        V PERCENTAGE INTEREST: [_]%

         
	MASTER
                                         SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        C-III
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

         

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        ISIN
        NO.: [           ]

         

        COMMON
        CODE NO.: [           ]

         

        CERTIFICATE
        NO.: V-[_]

         






 






    A-3-3


     

    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve 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 November 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 Operating Advisor and the
Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing a percentage interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the MORGAN STANLEY CAPITAL I TRUST 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 






    A-3-4


     

    

 


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 such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six 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


 






    A-3-5


     

    

 


costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or


 






    A-3-6


     

    

 


supplement
any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder
of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 






    A-3-7


     

    

 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of


 






    A-3-8


     

    

 


Form
SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor


 






    A-3-9


     

    

 


Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by
an Intercreditor Agreement related to a Companion Loan without, in each case, the consent of the holder of the related Companion
Loan(s).


 


The
Holder 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.


 


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 and RR Interest), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class
R Certificates and RR Interest) together with the payment of the Termination Purchase Amount for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon


 






    A-3-10


     

    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-3-11


     

    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





 





	 	WELLS FARGO BANK, NATIONAL
	 	ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






Dated:
November ___, 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-3-12


     

    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-3-14


     

    




 


EXHIBIT
A-4


 


FORM
OF RR Interest


 


RR
INTEREST


 


MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-BNK2, RR INTEREST


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


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


 





 



 


		4	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		5	Book-Entry
Certificate legend.



 






    A-4-1


     

    

 


INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. 


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN 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


 






    A-4-2


     

    

 


OF
ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS (I) A “REGULAR INTEREST” IN 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 AND (II) 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.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF RETAINED CERTIFICATE REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL
BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE RETAINED CERTIFICATE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 





 






    A-4-3


     

    

 








	PASS-THROUGH
                                         RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[           ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 22, 2016

         

        FIRST
        DISTRIBUTION DATE:

        December 16, 2016

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[_________]

         
	MASTER
                                         SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        C-III
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [           ]

         

        CERTIFICATE
        NO.: RR-[1][2][3]

         









 






    A-4-4


     

    

 


RR
INTEREST


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection 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 AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.]
[FOR DEFINITIVE CERTIFICATES: [MORGAN STANLEY BANK, N.A.][BANK OF AMERICA, NATIONAL ASSOCIATION][WELLS FARGO BANK, NATIONAL ASSOCIATION]]
is the registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of November 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 Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 






    A-4-5


     

    

 


This
Certificate represents (i) a “regular interest” in 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 (the “Code”)
and (ii) 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


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
(including Excess Interest) then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Aggregate Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Retained
Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses
allocated to the RR Interest will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held
on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments.
Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth
in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account
shall be made from time to time for purposes other


 






    A-4-6


     

    

 


than
distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing
of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Retained Certificate
Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


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


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party
and (ii) a certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The
RR Interest will be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of
$0.01 in excess thereof, with one Certificate of


 






    A-4-7


     

    

 


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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for
the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any
Trust REMIC or the Grantor Trust;


 






    A-4-8


     

    

 


provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu
Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of an RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not


 






    A-4-9


     

    

 


continuing
and with respect to the Mortgage Loans other than any Excluded Loan as to the Directing Certificateholder or the Holder of the
majority of the Controlling Class, the Directing Certificateholder, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and,
with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that
such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website; or


 


(x)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 






    A-4-10


     

    

 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing
Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by
an Intercreditor Agreement related to a Companion Loan without, in each case, the consent of the holder of the related Companion
Loan(s).


 






    A-4-11


     

    

 


The
Holder 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.


 


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 and RR Interest), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class
R Certificates and RR Interest) together with the payment of the Termination Purchase Amount for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-4-12


     

    

 


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:
November ___, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS A PART OF THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 








	 	WELLS FARGO BANK, NATIONAL
	 	 	ASSOCIATION,
        as Authenticating Agent



	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 













    A-4-13


     

    

 


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 __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-14


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-4-15


     

    

 

















 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1 


     


    







	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Address
    	City
    	County	State
    	ZIP	Property
    Type	Mortgage

    Rate 	Original
    Balance	Cut-off
    Date

    Balance	Original
    Term

    to Maturity (mos.) 
	WFB/BANA	1	101
    Hudson Street	101
    Hudson Street	Jersey
    City	Hudson	NJ	07302	Office	3.117%	$72,500,000	$72,500,000	120
	MSMCH	2	Harlem
    USA	320-322
    West 125th Street	New
    York	New
    York	NY	10027	Retail	3.310%	$68,000,000	$68,000,000	120
	BANA	3	Cole
    Retail Portfolio	 	 	 	 	 	 	3.981%	$46,500,000	$46,500,000	60
	BANA	3.01	Lawton
    Marketplace	1726,
    1732, 1754, 1806, 1824, 1836, 1948 & 2136 Northwest 82nd Street	Lawton	Comanche	OK	73505	Retail	 	$19,247,253	$19,247,253	 
	BANA	3.02	Shops
    at Abilene	4209-4225,
    4241-4249 Southwest Drive and 3417-3449, 3501-3625 Catclaw Drive	Abilene	Taylor	TX	79606	Retail	 	$14,989,011	$14,989,011	 
	BANA	3.03	Houma
    Crossing	1779,
    1781, 1783, and 1785 Martin Luther King Boulevard	Houma	Terrebonne	LA	70360	Retail	 	$12,263,736	$12,263,736	 
	MSMCH	4	Marriott
    Albany	189
    Wolf Road	Albany	Albany	NY	12205	Hospitality	4.200%	$45,500,000	$45,500,000	120
	MSMCH	5	The
    Orchard	23600-23760
    El Toro Road	Lake
    Forest	Orange	CA	92630	Retail	3.970%	$40,000,000	$40,000,000	120
	MSMCH	6	Huntington
    Center	41
    South High Street / 50 South Front Street	Columbus	Franklin	OH	43215	Office	3.530%	$40,000,000	$40,000,000	120
	WFB	7	One
    Penn Center	1601
    John F. Kennedy Boulevard	Philadelphia	Philadelphia	PA	19103	Office	4.900%	$33,000,000	$33,000,000	120
	BANA	8	International
    Square	1825-1875
    I Street Northwest & 1850 K Street Northwest	Washington	N/A	DC	20006	Office	3.615%	$30,000,000	$30,000,000	120
	BANA	9	Briarwood
    Mall	100
    Briarwood Circle	Ann
    Arbor	Washtenaw	MI	48108	Retail	3.292%	$30,000,000	$30,000,000	120
	WFB	10	Fremaux
    Town Center	50-940
    Town Center Parkway	Slidell	Saint
    Tammany	LA	70458	Retail	3.699%	$30,000,000	$29,702,704	120
	BANA	11	American
    Greetings HQ	2250
    Crocker Road	Westlake	Cuyahoga	OH	44145	Office	4.716%	$27,000,000	$27,000,000	120
	WFB	12	Conrad
    Indianapolis	50
    West Washington Street	Indianapolis	Marion	IN	46204	Hospitality	4.520%	$23,700,000	$23,671,879	120
	BANA	13	Arboretum
    at Weston	2025
    Renaissance Park Place	Cary	Wake	NC	27513	Retail	4.196%	$21,375,000	$21,375,000	120
	WFB	14	West
    Covina Parkway Plaza	1000-1100
    West Covina Parkway; 535-555 South California Avenue	West
    Covina	Los
    Angeles	CA	91790	Retail	4.190%	$20,100,000	$20,100,000	120
	BANA	15	Sunset
    Terrace Apartments	9301
    Van Nuys Boulevard	Panorama
    City	Los
    Angeles	CA	91402	Multifamily	4.269%	$18,200,000	$18,200,000	120
	WFB	16	Holiday
    Inn Express Savannah - Historic District	199
    East Bay Street	Savannah	Chatham	GA	31401	Hospitality	4.260%	$18,000,000	$17,952,530	120
	WFB	17	Security
    Public Storage - San Mateo	110
    East 25th Avenue	San
    Mateo	San
    Mateo	CA	94403	Self
    Storage	4.410%	$15,800,000	$15,800,000	120
	WFB	18	Sierra
    View Plaza	6405-6565
    North Blackstone Avenue	Fresno	Fresno	CA	93710	Retail	4.260%	$14,775,000	$14,775,000	120
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	3434
    Secor Road	Toledo	Lucas	OH	43606	Hospitality	4.330%	$13,300,000	$13,300,000	120
	MSMCH	20	11211
    Vanowen St	11211
    Vanowen Street	Los
    Angeles	Los
    Angeles	CA	91605	Industrial	4.480%	$13,300,000	$13,266,432	120
	WFB	21	Emerald
    Desert RV Resort	76000
    Frank Sinatra Drive	Palm
    Desert	Riverside	CA	92211	Manufactured
    Housing	4.000%	$12,441,675	$12,441,675	120
	BANA	22	Calabasas
    Self Storage	4200
    Shadow Hills Road	Calabasas	Los
    Angeles	CA	91301	Self
    Storage	3.971%	$11,000,000	$11,000,000	120
	MSMCH	23	Sun
    Ridge Townhomes	4885
    North Chestnut Avenue; 4767 East Alamos Avenue; 4839 North Bonadelle Avenue	Fresno	Fresno	CA	93726	Multifamily	4.010%	$9,500,000	$9,487,395	120
	MSMCH	24	McCarran
    Commerce Center	365,
    385 Pilot and 6720 Placid	Las
    Vegas	Clark	NV	89119	Industrial	4.410%	$7,200,000	$7,191,245	120
	MSMCH	25	Colonnade
    at West Lake Houston	18411,
    18455 and 18477 West Lake Houston Parkway	Humble	Harris	TX	77346	Retail	3.995%	$7,000,000	$6,973,480	84
	WFB	26	Escondido
    RV Resort	1740
    Seven Oaks Road	Escondido	San
    Diego	CA	92026	Manufactured
    Housing	4.000%	$6,552,283	$6,552,283	120
	BANA	27	Stoneridge
    Apartments	11443
    Boulder Drive Southeast	Lowell	Kent	MI	49331	Multifamily	3.779%	$6,468,000	$6,458,987	120
	BANA	28	Grants
    Pass Retail	304-350
    NE Agness Avenue	Grants
    Pass	Josephine	OR	97526	Retail	3.689%	$6,250,000	$6,250,000	120
	BANA	29	Holiday
    Inn Express - Monroe, MI	1687
    North Dixie Highway	Monroe	Monroe	MI	48162	Hospitality	4.597%	$5,500,000	$5,500,000	120
	WFB	30	South
    Pointe Plaza - NV	790
    Coronado Center Drive	Henderson	Clark	NV	89052	Retail	4.480%	$4,150,000	$4,150,000	120
	WFB	31	Peoria
    Marketplace	7521,
    7549, 7611 West Cactus Road	Peoria	Maricopa	AZ	85381	Retail	4.370%	$3,800,000	$3,800,000	120
	WFB	32	Valley
    Springs Self Storage	351
    CA-26	Valley
    Springs	Calaveras	CA	95252	Self
    Storage	4.540%	$3,750,000	$3,750,000	120
	WFB	33	Bear
    Valley West Self Storage	12829
    Bear Valley Road	Victorville	San
    Bernardino	CA	92392	Self
    Storage	4.500%	$3,625,000	$3,620,680	120
	BANA	34	Gilbert
    Road Self Storage	405
    North Gilbert Road	Gilbert	Maricopa	AZ	85234	Self
    Storage	4.043%	$3,425,000	$3,425,000	120
	BANA	35	South
    Towers Apartments	2715
    James M. Wood Boulevard	Los
    Angeles	Los
    Angeles	CA	90006	Multifamily	4.269%	$3,180,000	$3,180,000	120
	WFB	36	Shoppes
    of Marysville	1079
    Delaware Avenue	Marysville	Union	OH	43040	Retail	4.330%	$3,000,000	$3,000,000	120
	WFB	37	San
    Pedro and Vance Jackson Self Storage	 	 	 	 	 	 	4.770%	$2,265,000	$2,259,610	120
	WFB	37.01	San
    Pedro	1571
    West Contour Drive	San
    Antonio	Bexar	TX	78212	Self
    Storage	 	$1,160,000	$1,157,240	 
	WFB	37.02	Vance
    Jackson	1030
    Vance Jackson Road	San
    Antonio	Bexar	TX	78201	Self
    Storage	 	$1,105,000	$1,102,370	 
	WFB	38	Rite
    Aid Pittsburgh	5506
    Walnut Street	Pittsburgh	Allegheny	PA	15232	Retail	4.450%	$2,030,000	$2,030,000	120
	BANA	39	Right
    Move Aldine Westfield Self Storage	21667
    Aldine Westfield Road	Humble	Harris	TX	77338	Self
    Storage	4.514%	$2,025,000	$2,025,000	120
	WFB	40	Wall
    Street Industrial Center	1910-2118
    Wall Street	Garland	Dallas	TX	75041	Industrial	4.350%	$1,835,000	$1,832,739	60




     I-1


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Remaining
    Term

    to Maturity (mos.)	Amort.
    Type	Maturity

     Date	Original
    

    Amortization 

    Term (mos.) 	Remaining
    Amort. Term (mos.) 	First
    Debt Service	Master
    Servicing

    Fee Rate	Primary
    Servicing

    Fee Rate	Pari
    Passu

    Loan Primary Servicing

    Fee Rate	Administrative

    Fee Rate	Net
    Rate	Interest
    Accrual Method
	WFB/BANA	1	101
    Hudson Street	119	Full
    IO	10/11/2026	0	0	190,934.29	0.00250%	0.00250%	0.00000%	0.019640%	3.097360%	Actual/360
	MSMCH	2	Harlem
    USA	119	Full
    IO	10/1/2026	0	0	190,171.76	0.00250%	0.00250%	0.00000%	0.019730%	3.290270%	Actual/360
	BANA	3	Cole
    Retail Portfolio	59	Full
    IO	10/1/2021	0	0	156,406.30	0.00250%	0.00250%	0.00000%	0.018260%	3.962740%	Actual/360
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	120	Amortizing	11/1/2026	360	360	222,502.81	0.00250%	0.00250%	0.00000%	0.018260%	4.181740%	Actual/360
	MSMCH	5	The
    Orchard	120	Amortizing	11/1/2026	360	360	190,274.95	0.00250%	0.00250%	0.00000%	0.014870%	3.955130%	Actual/360
	MSMCH	6	Huntington
    Center	119	Partial
    IO	10/7/2026	360	360	119,300.93	0.00250%	0.00000%	0.00250%	0.014870%	3.515130%	Actual/360
	WFB	7	One
    Penn Center	117	Partial
    IO	8/11/2026	360	360	136,621.53	0.00250%	0.00000%	0.00250%	0.014870%	4.885130%	Actual/360
	BANA	8	International
    Square	117	Full
    IO	8/10/2026	0	0	91,630.21	0.00250%	0.00000%	0.00125%	0.013620%	3.601380%	Actual/360
	BANA	9	Briarwood
    Mall	118	Full
    IO	9/1/2026	0	0	83,443.06	0.00250%	0.00000%	0.00250%	0.014870%	3.277130%	Actual/360
	WFB	10	Fremaux
    Town Center	115	Amortizing	6/11/2026	300	295	153,407.85	0.00250%	0.00250%	0.00000%	0.014870%	3.684130%	Actual/360
	BANA	11	American
    Greetings HQ	120	Amortizing	11/1/2026	300	300	153,404.15	0.00250%	0.03000%	0.00000%	0.042370%	4.673630%	Actual/360
	WFB	12	Conrad
    Indianapolis	119	Amortizing	10/11/2026	360	359	120,366.22	0.00250%	0.00000%	0.00250%	0.014870%	4.505130%	Actual/360
	BANA	13	Arboretum
    at Weston	120	Partial
    IO	11/1/2026	360	360	75,779.32	0.00250%	0.00250%	0.00000%	0.018260%	4.177740%	Actual/360
	WFB	14	West
    Covina Parkway Plaza	119	Partial
    IO	10/11/2026	360	360	71,157.26	0.00250%	0.00250%	0.00000%	0.018260%	4.171740%	Actual/360
	BANA	15	Sunset
    Terrace Apartments	120	Amortizing	11/6/2026	360	360	89,736.68	0.00250%	0.00250%	0.00000%	0.018260%	4.250840%	Actual/360
	WFB	16	Holiday
    Inn Express Savannah - Historic District	118	Amortizing	9/11/2026	360	358	88,654.59	0.00250%	0.03000%	0.00000%	0.045760%	4.214240%	Actual/360
	WFB	17	Security
    Public Storage - San Mateo	119	Partial
    IO	10/11/2026	360	360	58,871.46	0.00250%	0.00250%	0.00000%	0.018260%	4.391740%	Actual/360
	WFB	18	Sierra
    View Plaza	120	Partial
    IO	11/11/2026	360	360	53,179.74	0.00250%	0.00250%	0.00000%	0.018260%	4.241740%	Actual/360
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	119	Partial
    IO	10/11/2026	360	360	48,657.37	0.00250%	0.00250%	0.00000%	0.018260%	4.311740%	Actual/360
	MSMCH	20	11211
    Vanowen St	118	Amortizing	9/1/2026	360	358	67,231.19	0.00250%	0.00250%	0.00000%	0.018260%	4.461740%	Actual/360
	WFB	21	Emerald
    Desert RV Resort	120	Amortizing	11/11/2026	300	300	65,671.74	0.00250%	0.03000%	0.00000%	0.045760%	3.954240%	Actual/360
	BANA	22	Calabasas
    Self Storage	120	Full
    IO	11/1/2026	0	0	36,906.40	0.00250%	0.00250%	0.00000%	0.018260%	3.952740%	Actual/360
	MSMCH	23	Sun
    Ridge Townhomes	119	Amortizing	10/1/2026	360	359	45,409.24	0.00250%	0.00250%	0.00000%	0.018260%	3.991740%	Actual/360
	MSMCH	24	McCarran
    Commerce Center	119	Amortizing	10/1/2026	360	359	36,097.33	0.00250%	0.05250%	0.00000%	0.068260%	4.341740%	Actual/360
	MSMCH	25	Colonnade
    at West Lake Houston	82	Amortizing	9/1/2023	300	298	36,929.26	0.00250%	0.00250%	0.00000%	0.018260%	3.976740%	Actual/360
	WFB	26	Escondido
    RV Resort	120	Amortizing	11/11/2026	300	300	34,585.36	0.00250%	0.06000%	0.00000%	0.075760%	3.924240%	Actual/360
	BANA	27	Stoneridge
    Apartments	119	Amortizing	10/1/2026	360	359	30,060.85	0.00250%	0.00250%	0.00000%	0.018260%	3.760740%	Actual/360
	BANA	28	Grants
    Pass Retail	119	Full
    IO	10/1/2026	0	0	19,480.40	0.00250%	0.00250%	0.00000%	0.018260%	3.670740%	Actual/360
	BANA	29	Holiday
    Inn Express - Monroe, MI	120	Amortizing	11/1/2026	300	300	30,874.39	0.00250%	0.00250%	0.00000%	0.018260%	4.578740%	Actual/360
	WFB	30	South
    Pointe Plaza - NV	120	Amortizing	11/11/2026	360	360	20,978.15	0.00250%	0.00250%	0.00000%	0.018260%	4.461740%	Actual/360
	WFB	31	Peoria
    Marketplace	120	Partial
    IO	11/11/2026	360	360	14,030.53	0.00250%	0.00250%	0.00000%	0.018260%	4.351740%	Actual/360
	WFB	32	Valley
    Springs Self Storage	120	Amortizing	11/11/2026	360	360	19,089.93	0.00250%	0.00250%	0.00000%	0.018260%	4.521740%	Actual/360
	WFB	33	Bear
    Valley West Self Storage	119	Amortizing	10/11/2026	360	359	18,367.34	0.00250%	0.00250%	0.00000%	0.018260%	4.481740%	Actual/360
	BANA	34	Gilbert
    Road Self Storage	120	Partial
    IO	11/1/2026	360	360	11,699.67	0.00250%	0.08760%	0.00000%	0.103360%	3.939640%	Actual/360
	BANA	35	South
    Towers Apartments	120	Amortizing	11/6/2026	360	360	15,679.27	0.00250%	0.00250%	0.00000%	0.018260%	4.250840%	Actual/360
	WFB	36	Shoppes
    of Marysville	120	Amortizing	11/11/2026	360	360	14,899.04	0.00250%	0.09000%	0.00000%	0.105760%	4.224240%	Actual/360
	WFB	37	San
    Pedro and Vance Jackson Self Storage	118	Amortizing	9/11/2026	360	358	11,842.63	0.00250%	0.00250%	0.00000%	0.018260%	4.751740%	Actual/360
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	120	Full
    IO	11/11/2026	0	0	7,632.47	0.00250%	0.00250%	0.00000%	0.018260%	4.431740%	Actual/360
	BANA	39	Right
    Move Aldine Westfield Self Storage	120	Amortizing	11/1/2026	300	300	11,271.71	0.00250%	0.00250%	0.00000%	0.018260%	4.495740%	Actual/360
	WFB	40	Wall
    Street Industrial Center	59	Amortizing	10/11/2021	360	359	9,134.85	0.00250%	0.00250%	0.00000%	0.018260%	4.331740%	Actual/360




     I-2


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Ownership
    Interest	Cross
    Collateralized / Cross Defaulted (Y/N)	Borrower
	WFB/BANA	1	101
    Hudson Street	Fee	No	101
    Hudson Realty L.L.C.
	MSMCH	2	Harlem
    USA	Leasehold	No	HUSA
    Management Co., LLC
	BANA	3	Cole
    Retail Portfolio	 	No	ARCP
    MT Houma LA, LLC; ARCP MT Lawton OK, LLC; ARCP MT Abilene TX, LLC 
	BANA	3.01	Lawton
    Marketplace	Fee	 	 
	BANA	3.02	Shops
    at Abilene	Fee	 	 
	BANA	3.03	Houma
    Crossing	Fee	 	 
	MSMCH	4	Marriott
    Albany	Fee
    / Leasehold	No	CS
    Albany Realty, LLC
	MSMCH	5	The
    Orchard	Fee	No	Orchard
    Lake Forest CA LP
	MSMCH	6	Huntington
    Center	Fee	No	Huntington
    Center Owner LLC
	WFB	7	One
    Penn Center	Fee	No	One
    Penn Associates, L.P.
	BANA	8	International
    Square	Fee	No	International
    Square, L.P.
	BANA	9	Briarwood
    Mall	Fee	No	Mall
    at Briarwood, LLC
	WFB	10	Fremaux
    Town Center	Fee	No	Fremaux
    Town Center SPE, LLC
	BANA	11	American
    Greetings HQ	Leasehold	No	AG
    HQ Creative Studios, LLC
	WFB	12	Conrad
    Indianapolis	Fee	No	Circle
    Block Hotel, LLC; Circle Block Operators, LLC
	BANA	13	Arboretum
    at Weston	Fee	No	Arboretum
    Holdings LLC
	WFB	14	West
    Covina Parkway Plaza	Fee
    / Leasehold	No	WCPP-CT,
    LLC; WCPP-LK, LLC
	BANA	15	Sunset
    Terrace Apartments	Fee	No	Sunset
    Terrace, Inc.
	WFB	16	Holiday
    Inn Express Savannah - Historic District	Leasehold	No	Bay
    Street Investors, LLC
	WFB	17	Security
    Public Storage - San Mateo	Fee	No	Security
    Public Storage - San Mateo, A California Limited Partnership
	WFB	18	Sierra
    View Plaza	Fee	No	SVP
    Partners, LLC
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	Fee	No	Westgate
    Hospitality, LLC
	MSMCH	20	11211
    Vanowen St	Fee	No	Shadrall
    N Hollywood, LP
	WFB	21	Emerald
    Desert RV Resort	Fee	No	Desert
    Emerald, LLC
	BANA	22	Calabasas
    Self Storage	Fee	No	Calabasas
    Self Storage, LLC
	MSMCH	23	Sun
    Ridge Townhomes	Fee	No	Sun
    Ridge Apartments, LLC
	MSMCH	24	McCarran
    Commerce Center	Fee	No	McCarran
    Commerce Center LLC
	MSMCH	25	Colonnade
    at West Lake Houston	Fee	No	Sona
    Colonnades, L.P.
	WFB	26	Escondido
    RV Resort	Fee	No	ESCRV,
    LLC
	BANA	27	Stoneridge
    Apartments	Fee	No	SM-Stoneridge,
    LLC
	BANA	28	Grants
    Pass Retail	Fee	No	RI
    - Grants Pass, LLC
	BANA	29	Holiday
    Inn Express - Monroe, MI	Fee	No	Monroe
    Hotels LLC
	WFB	30	South
    Pointe Plaza - NV	Fee	No	South
    Pointe Plaza, LLC
	WFB	31	Peoria
    Marketplace	Fee	No	Peoria
    Marketplace SPE, LLC
	WFB	32	Valley
    Springs Self Storage	Fee	No	Valley
    Springs Storage, LLC; Leo Hansen VS Secure Storage, LLC
	WFB	33	Bear
    Valley West Self Storage	Fee	No	Bear
    Valley Enterprises LLC
	BANA	34	Gilbert
    Road Self Storage	Fee	No	Gilbert
    Road Self Storage, LLC
	BANA	35	South
    Towers Apartments	Fee	No	2715
    W. James Wood Street, Inc.
	WFB	36	Shoppes
    of Marysville	Fee	No	Rini
    Marysville Corp.
	WFB	37	San
    Pedro and Vance Jackson Self Storage	 	No	San
    Vance Partners, LLC
	WFB	37.01	San
    Pedro	Fee	 	 
	WFB	37.02	Vance
    Jackson	Fee	 	 
	WFB	38	Rite
    Aid Pittsburgh	Fee	No	GELB
    Investments RA LLC
	BANA	39	Right
    Move Aldine Westfield Self Storage	Fee	No	Aldine
    Self Storage TIC 2, LP; Aldine Self Storage TIC 3, LP; Aldine Self Storage TIC 4, LP; Aldine Self Storage TIC 6, LP; Aldine
    Self Storage TIC 8, LP
	WFB	40	Wall
    Street Industrial Center	Fee	No	P.S.W.F.
    Properties, LLC




     I-3


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Sponsor	Letter
    of Credit	Letter
    of Credit Amount	Tax
    Escrow in Place (Y/N)	Initial
    Tax Escrow Amount ($)	Ongoing
    Tax Escrow - Monthly ($)	Tax
    Reserve Cap ($ and Description)
	WFB/BANA	1	101
    Hudson Street	Mack-Cali
    Realty, L.P.	No	N/A	No	$0	$0	$0
	MSMCH	2	Harlem
    USA	Drew
    Greenwald; Gotham Organization Inc.	No	N/A	Yes	$404,392	$101,098	$0
	BANA	3	Cole
    Retail Portfolio	VEREIT,
    Inc.	No	N/A	No	$0	$0	$0
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	Columbia
    Sussex	No	N/A	Yes	$120,833	$60,417	$0
	MSMCH	5	The
    Orchard	Schottenstein
    Realty LLC	No	N/A	No	$0	$0	$0
	MSMCH	6	Huntington
    Center	Menashe
    Frankel; Yeheskel Frankel; Abraham J. Cohen; David J. Cohen; Hines Investment Management Holdings Limited Partnership	No	N/A	Yes	$1,994,693	$332,449	$0
	WFB	7	One
    Penn Center	Henry
    Gross	No	N/A	Yes	$582,019	$116,404	$0
	BANA	8	International
    Square	D.C.
    Area Portfolio Upper Tier JV, L.P.	No	N/A	No	$0	$0	$0
	BANA	9	Briarwood
    Mall	Simon
    Property Group, L.P.; GM Pension Trust	No	N/A	No	$0	$0	$0
	WFB	10	Fremaux
    Town Center	CBL
    & Associates Limited Partnership; Martin A. Mayer; Lewis W. Stirling, III; Grady K. Brame; George T. Underhill, IV; Jeffrey
    L. Marshall; Paul M. Mastio; Donna F. Taylor	No	N/A	Yes	$507,691	$63,462	$0
	BANA	11	American
    Greetings HQ	H
    L & L Property Company	Yes	$2,612,000	No	$0	$0	$0
	WFB	12	Conrad
    Indianapolis	Alvin
    E. Kite; John Kite; Thomas McGowan	No	N/A	Yes	$0	$97,100	$0
	BANA	13	Arboretum
    at Weston	Stoltz
    Real Estate Partners	No	N/A	Yes	$0	$17,190	$0
	WFB	14	West
    Covina Parkway Plaza	Larry
    Cohen; Lawrence Kuppin	No	N/A	Yes	$46,380	$23,190	$0
	BANA	15	Sunset
    Terrace Apartments	H.K.
    Realty, Inc.; J.K. Realty Inc.	No	N/A	Yes	$21,413	$5,353	$0
	WFB	16	Holiday
    Inn Express Savannah - Historic District	Robert
    C. Bush; Thomas P. Prince; Mark V. Smith; Mark Dana	No	N/A	Yes	$368,644	$44,433	$0
	WFB	17	Security
    Public Storage - San Mateo	BACO
    Realty Corporation; Benjamin D. Eisler and Shirley E. Eisler, individually and as Co-Trustees of the Eisler Revocable Trust;
    Allen Orwitz and Lea Orwitz, individually and as Co-Trustees of the Allen Orwitz and Lea Orwitz Revocable Trusts	No	N/A	No	$0	$0	$0
	WFB	18	Sierra
    View Plaza	Stephen
    B. Jaeger; The Stephen B. Jaeger Living Trust	No	N/A	Yes	$109,692	$12,188	$0
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	Jabbar
    Yousif; Saad Roumaya; Martin Yousif; Johnathon Roumaya	No	N/A	Yes	$77,332	$19,332	$0
	MSMCH	20	11211
    Vanowen St	Auburndale
    Properties, LLC	No	N/A	Yes	$102,506	$14,644	$0
	WFB	21	Emerald
    Desert RV Resort	Reza
    Paydar	No	N/A	Yes	$10,340	$5,170	$0
	BANA	22	Calabasas
    Self Storage	Jan
    L. Currey, an individual, Jan L. Currey as Surviving Trustee ofthe Currey Family Trust UDT dated October 17, 1991, Joan Riach
    Gayner, an individual, and Joan Riach Gayner as Trustee of the Riach Survivor’s Trust, U/T/D dated August 26, 1991	No	N/A	Yes	$52,178	$5,218	$0
	MSMCH	23	Sun
    Ridge Townhomes	Anne
    M. Storm	No	N/A	Yes	$50,973	$7,282	$0
	MSMCH	24	McCarran
    Commerce Center	Jason
    W. Moore; James S. Forage	No	N/A	Yes	$7,810	$3,905	$0
	MSMCH	25	Colonnade
    at West Lake Houston	Adam
    Soffar; Robert Naggar; Steve Phelps	No	N/A	Yes	$169,942	$21,242	$0
	WFB	26	Escondido
    RV Resort	Reza
    Paydar	No	N/A	Yes	$4,634	$2,317	$0
	BANA	27	Stoneridge
    Apartments	SMG
    Property Management, Inc.	No	N/A	Yes	$15,992	$7,996	$0
	BANA	28	Grants
    Pass Retail	Read
    Seven, LLC	No	N/A	Yes	$96,446	$8,037	$0
	BANA	29	Holiday
    Inn Express - Monroe, MI	Asad
    Malik	No	N/A	Yes	$96,130	$0	$0
	WFB	30	South
    Pointe Plaza - NV	Natalie
    Louie; Tiffany Louie; Jason Louie	No	N/A	Yes	$7,110	$2,370	$0
	WFB	31	Peoria
    Marketplace	James
    R. Howard	No	N/A	Yes	$0	$5,906	$0
	WFB	32	Valley
    Springs Self Storage	James
    R. Patterson; Leo E. Hansen, Jr.	No	N/A	Yes	$15,903	$5,301	$0
	WFB	33	Bear
    Valley West Self Storage	Robert
    E. Gates	No	N/A	Yes	$19,817	$2,831	$0
	BANA	34	Gilbert
    Road Self Storage	Joy
    Focht 	No	N/A	Yes	$9,862	$3,287	$0
	BANA	35	South
    Towers Apartments	H.K.
    Realty, Inc.; J.K. Realty Inc.	No	N/A	Yes	$7,069	$1,767	$0
	WFB	36	Shoppes
    of Marysville	Charles
    A. Rini; Charles A. Rini, Jr.	No	N/A	Yes	$51,595	$10,319	$0
	WFB	37	San
    Pedro and Vance Jackson Self Storage	Carlos
    Saenz; Janice L. Saenz; Carlos and Janice Saenz Family Trust	No	N/A	Yes	$58,203	$6,467	$0
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	Ellen
    Lorie Gelb; Declaration of Trust of Ellen Lorie Gelb	No	N/A	No	$0	$0	$0
	BANA	39	Right
    Move Aldine Westfield Self Storage	William
    Allen	No	N/A	Yes	$86,078	$7,825	$0
	WFB	40	Wall
    Street Industrial Center	Michael
    J. Ladue	No	N/A	Yes	$60,060	$6,006	$0




     I-4


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Springing
    Reserve Requirement for Tax (Y/N)	Terms
    or Conditions for Springing Tax Reserve Requirement	Current
    Tax Escrow Balance	Interest
    on Tax Escrow Goes to:	Insurance
    Escrow in Place (Y/N)	Initial
    Insurance Escrow Amount ($)	Ongoing
    Insurance Escrow - Monthly ($)	Insurance
    Reserve Cap ($ and Description)	Springing
    Reserve Requirement for Insurance (Y/N)
	WFB/BANA	1	101
    Hudson Street	Yes	Springing
    upon the occurrence of an event of default or the Debt Service Coverage Ratio is less than 1.25x	$0	N/A	No	$0	$0	$0	Yes
	MSMCH	2	Harlem
    USA	No	N/A	$404,392	Lender	Yes	$17,980	$17,980	$0	No
	BANA	3	Cole
    Retail Portfolio	Yes	Taxes
    waived as long as borrower provides evidence of payment of taxes paid prior to delinquency	$0	N/A	Yes	$0	$307	$0	No
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	No	N/A	$120,833	Lender	No	$0	$0	$0	Yes
	MSMCH	5	The
    Orchard	Yes	1/12
    of annual taxes, monthly, if Schottenstein Family no longer owns and controls 51% of Borrower, Cash Sweep Event Period, failure
    to pay taxes prior to or on due date, failure to provide evidence of tax payment within 10 days following due date, monetary
    EOD	$0	N/A	No	$0	$0	$0	Yes
	MSMCH	6	Huntington
    Center	No	N/A	$1,994,693	Lender	No	$0	$0	$0	Yes
	WFB	7	One
    Penn Center	No	N/A	$931,231	Lender	No	$0	$0	$0	Yes
	BANA	8	International
    Square	Yes	Springing
    monthly deposit of 1/12th of taxes estimated to be payable for the year upon: (i) Cash Trap Event Period or (ii) borrower
    fails to provide evidence of tax payments within 10 days of notice of such failure.	$0	N/A	No	$0	$0	$0	Yes
	BANA	9	Briarwood
    Mall	Yes	During
    a Reserve Deposit Period, Borrower shall deposit 1/12th of the estimated annual real estate taxes into the Tax Reserve Account
    on each Scheduled Payment Date.	$0	Borrower	No	$0	$0	$0	Yes
	WFB	10	Fremaux
    Town Center	No	N/A	$825,001	Lender	No	$0	$0	$0	Yes
	BANA	11	American
    Greetings HQ	Yes	Springing
    upon (i) termination or expiration of the American Greetings Lease; (ii) American Greetings no longer required to pay taxes
    directly; (iii) failure of American Greetings to pay taxes when due	$0	N/A	No	$0	$0	$0	Yes
	WFB	12	Conrad
    Indianapolis	No	N/A	$97,100	Lender	No	$0	$0	$0	Yes
	BANA	13	Arboretum
    at Weston	No	N/A	$0	Lender	No	$0	$0	$0	Yes
	WFB	14	West
    Covina Parkway Plaza	No	N/A	$69,570	Lender	No	$0	$0	$0	Yes
	BANA	15	Sunset
    Terrace Apartments	No	N/A	$21,413	Lender	No	$0	$0	$0	Yes
	WFB	16	Holiday
    Inn Express Savannah - Historic District	No	N/A	$457,510	Lender	Yes	$40,454	$0	$0	Yes
	WFB	17	Security
    Public Storage - San Mateo	Yes	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) the borrower does not provide lender with evidence
    taxes have been paid prior to delinquency; or (iii) borrower is not the sole fee simple owner of the property	$0	N/A	No	$0	$0	$0	Yes
	WFB	18	Sierra
    View Plaza	No	N/A	$109,692	Lender	No	$0	$0	$0	Yes
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	No	N/A	$96,664	Lender	Yes	$8,980	$2,993	$0	No
	MSMCH	20	11211
    Vanowen St	No	N/A	$117,150	Lender	No	$0	$0	$0	Yes
	WFB	21	Emerald
    Desert RV Resort	No	N/A	$10,340	Lender	No	$0	$0	$0	Yes
	BANA	22	Calabasas
    Self Storage	No	N/A	$52,178	Lender	Yes	$20,776	$2,597	$0	No
	MSMCH	23	Sun
    Ridge Townhomes	No	N/A	$50,973	Lender	No	$0	$0	$0	Yes
	MSMCH	24	McCarran
    Commerce Center	No	N/A	$7,810	Lender	No	$0	$0	$0	Yes
	MSMCH	25	Colonnade
    at West Lake Houston	No	N/A	$191,185	Lender	No	$0	$0	$0	Yes
	WFB	26	Escondido
    RV Resort	No	N/A	$4,634	Lender	No	$0	$0	$0	Yes
	BANA	27	Stoneridge
    Apartments	No	N/A	$23,988	Lender	Yes	$3,282	$3,282	$0	No
	BANA	28	Grants
    Pass Retail	No	N/A	$104,483	Lender	No	$0	$0	$0	Yes
	BANA	29	Holiday
    Inn Express - Monroe, MI	Yes	Borrower
    fail to pay taxes	$96,130	N/A	No	$0	$0	$0	Yes
	WFB	30	South
    Pointe Plaza - NV	No	N/A	$7,110	Lender	Yes	$2,013	$671	$0	No
	WFB	31	Peoria
    Marketplace	No	N/A	$0	Lender	Yes	$1,500	$748	$0	No
	WFB	32	Valley
    Springs Self Storage	No	N/A	$15,903	Lender	Yes	$1,466	$733	$0	No
	WFB	33	Bear
    Valley West Self Storage	No	N/A	$22,648	Lender	Yes	$0	$817	$0	No
	BANA	34	Gilbert
    Road Self Storage	No	N/A	$9,862	Lender	No	$0	$0	$0	Yes
	BANA	35	South
    Towers Apartments	No	N/A	$7,069	Lender	No	$0	$0	$0	Yes
	WFB	36	Shoppes
    of Marysville	No	N/A	$51,595	Lender	No	$0	$0	$0	Yes
	WFB	37	San
    Pedro and Vance Jackson Self Storage	No	N/A	$71,137	Lender	Yes	$1,044	$1,044	$0	No
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	Yes	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) the Rite Aid lease doesn’t obligate the tenant
    to pay taxes directly or Rite Aid does not pay taxes directly prior to interest and penalties; (iii) the Rite Aid lease is
    not in full force and effect; or (iv) Rite Aid is in default under its lease, vacates its space or terminates its lease or
    gives notice of its intent to do as much, "goes dark", enters bankruptcy or similar insolvency proceedings or fails
    to extend its lease at least six months prior to the current lease expiration	$0	N/A	Yes	$758	$379	$0	No
	BANA	39	Right
    Move Aldine Westfield Self Storage	No	N/A	$86,078	Lender	Yes	$6,736	$1,684	$0	No
	WFB	40	Wall
    Street Industrial Center	No	N/A	$66,066	Lender	No	$0	$0	$0	Yes




     I-5


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Terms
    or Conditions for Springing Insurance Reserve Requirement	Current
    Insurance Escrow Balance	Interest
    on Insurance Escrow Goes to:	Deferred
    Maintenance Escrow in Place (Y/N)	Deferred
    Maintenance Recommended per Report ($)	Deferred
    Maintenance Escrow Amount ($)	%
    of Total Recommended Deferred Maintenance Amount Escrowed (%)	Deferred
    Maintenance Escrow Current Balance ($)
	WFB/BANA	1	101
    Hudson Street	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) the Debt Service Coverage Ratio is less than 1.25x;
    (iii) blanket policy unacceptable to lender; or (iv) borrower does not provide lender with evidence of renewal and payment	$0	N/A	Yes	$104,000	$104,000	$1	$104,000
	MSMCH	2	Harlem
    USA	N/A	$17,980	Lender	No	$21,630	$0	$0	$0
	BANA	3	Cole
    Retail Portfolio	N/A	$307	Lender	No	$46,250	$0	$0	$0
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	$0	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	$0	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	$46,250	 	 	 
	MSMCH	4	Marriott
    Albany	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided 10 days prior to policy expiration.	$0	N/A	No	$65,336	$0	$0	$0
	MSMCH	5	The
    Orchard	1/12
    of annual insurance, monthly, if Schottenstein Family no longer owns and controls 51% of Borrower, Cash Sweep Event Period,
    failure to pay insurance on or prior to date due, unsatisfactory Insurance Policy, or monetary EOD, unless no EOD and blanket
    policy in effect with proof of renewal provided 10 days prior to policy expiration.	$0	N/A	No	$6,500	$0	$0	$0
	MSMCH	6	Huntington
    Center	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided 10 days prior to policy expiration.	$0	N/A	No	$0	$0	$0	$0
	WFB	7	One
    Penn Center	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$66,000	$0	$0	$0
	BANA	8	International
    Square	Springing
    monthly deposit of 1/12th of estimated insurance premiums upon: (i) Cash Trap Event Period or (ii) borrower fails to maintain
    a blanket insurance policy acceptable to the lender.	$0	N/A	No	$0	$0	N/A	$0
	BANA	9	Briarwood
    Mall	Failure
    to maintain Blanket Policy	$0	Borrower	No	$5,000	$0	$0	$0
	WFB	10	Fremaux
    Town Center	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$0	$0	$0	$0
	BANA	11	American
    Greetings HQ	Failure
    to maintain Blanket Policy	$0	N/A	No	$0	$0	N/A	$0
	WFB	12	Conrad
    Indianapolis	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$0	$0	$0	$0
	BANA	13	Arboretum
    at Weston	Failure
    to maintain Blanket Policy	$0	N/A	No	$0	$0	N/A	$0
	WFB	14	West
    Covina Parkway Plaza	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$0	$0	$0	$0
	BANA	15	Sunset
    Terrace Apartments	Failure
    to maintain Blanket Policy	$0	Lender	Yes	$4,875	$4,290	$1	$4,290
	WFB	16	Holiday
    Inn Express Savannah - Historic District	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$40,454	Lender	No	$1,575	$0	$0	$0
	WFB	17	Security
    Public Storage - San Mateo	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) borrower does not provide lender with evidence
    of renewal and payment; or (iii) borrower is not the sole fee simple owner of the property	$0	N/A	No	$50	$0	$0	$0
	WFB	18	Sierra
    View Plaza	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	Yes	$107,065	$133,831	$1	$133,831
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	N/A	$11,973	Lender	No	$3,000	$0	$0	$0
	MSMCH	20	11211
    Vanowen St	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided prior to policy expiration.	$0	N/A	No	$14,450	$0	$0	$0
	WFB	21	Emerald
    Desert RV Resort	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$7,450	$0	$0	$0
	BANA	22	Calabasas
    Self Storage	N/A	$20,776	Lender	No	$1,700	$0	$0	$0
	MSMCH	23	Sun
    Ridge Townhomes	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided 20 days prior to policy expiration.	$0	N/A	Yes	$6,000	$7,500	$1	$7,500
	MSMCH	24	McCarran
    Commerce Center	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided 20 days prior to policy expiration.	$0	N/A	No	$0	$0	$0	$0
	MSMCH	25	Colonnade
    at West Lake Houston	EOD;
    Failure to provide written evidence of blanket policy with paid receipts for renewal provided 20 days prior to policy expiration.	$0	N/A	No	$0	$0	$0	$0
	WFB	26	Escondido
    RV Resort	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$450	$0	$0	$0
	BANA	27	Stoneridge
    Apartments	N/A	$6,565	Lender	No	$0	$0	N/A	$0
	BANA	28	Grants
    Pass Retail	On
    each Monthly Payment Date during a Cash Sweep Period (EOD or DSCR<1.20x for any calendar quarter), Borrower shall deposit
    with Lender an amount equal to one-twelfth (1/12) of annual insurance premiums.	$0	N/A	No	$0	$0	N/A	$0
	BANA	29	Holiday
    Inn Express - Monroe, MI	Failure
    to maintain Blanket Policy	$0	N/A	No	$1,000	$0	$0	$0
	WFB	30	South
    Pointe Plaza - NV	N/A	$2,013	Lender	No	$4,500	$0	$0	$0
	WFB	31	Peoria
    Marketplace	N/A	$1,500	Lender	No	$15,100	$0	$0	$0
	WFB	32	Valley
    Springs Self Storage	N/A	$1,466	Lender	No	$0	$0	$0	$0
	WFB	33	Bear
    Valley West Self Storage	N/A	$817	Lender	No	$1,100	$0	$0	$0
	BANA	34	Gilbert
    Road Self Storage	Failure
    to maintain Blanket Policy	$0	Lender	No	$0	$0	N/A	$0
	BANA	35	South
    Towers Apartments	Failure
    to maintain Blanket Policy	$0	Lender	No	$0	$0	N/A	$0
	WFB	36	Shoppes
    of Marysville	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$14,150	$0	$0	$0
	WFB	37	San
    Pedro and Vance Jackson Self Storage	N/A	$3,133	Lender	No	$2,923	$0	$0	$0
	WFB	37.01	San
    Pedro	 	 	 	 	$2,598	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	$325	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	N/A	$758	Lender	No	$0	$0	$0	$0
	BANA	39	Right
    Move Aldine Westfield Self Storage	N/A	$6,736	Lender	Yes	$27,000	$25,313	$1	$25,313
	WFB	40	Wall
    Street Industrial Center	Springing
    upon any of the following: (i) an event of default; (ii) blanket policy unacceptable to lender; or (iii) borrower does not
    provide lender with evidence of renewal and payment	$0	N/A	No	$1,500	$0	$0	$0




     I-6


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Interest
    on Deferred Maint. Escrow Goes to:	Cap
    Ex Escrow in Place (Y/N)	Initial
    Cap Ex Escrow Amount ($)	Ongoing
    Cap Ex Escrow - Monthly ($)	Annual
    Cap Ex Reserve Requirement per SF/Unit ($)	Cap
    Ex Reserve Cap ($ and Description)	Springing
    Reserve Requirement for Cap Ex (Y/N)
	WFB/BANA	1	101
    Hudson Street	Borrower	No	$0	$0	$0.00	$0	Yes
	MSMCH	2	Harlem
    USA	N/A	Yes	$0	$4,097	$0.20	$0	No
	BANA	3	Cole
    Retail Portfolio	N/A	No	$0	$0	$0.00	$0	Yes
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	N/A	Yes	$0	$75,495	$2,523.50	$0	No
	MSMCH	5	The
    Orchard	N/A	Yes	$0	$3,508	$0.15	$84,193	No
	MSMCH	6	Huntington
    Center	N/A	Yes	$0	$18,896	$0.25	$0	No
	WFB	7	One
    Penn Center	N/A	Yes	$0	$14,374	$0.25	$0	No
	BANA	8	International
    Square	N/A	No	$0	$0	$0.00	$0	Yes
	BANA	9	Briarwood
    Mall	N/A	No	$0	$0	$0.00	$130,205	Yes
	WFB	10	Fremaux
    Town Center	N/A	Yes	$0	$4,970	$0.15	$0	No
	BANA	11	American
    Greetings HQ	N/A	No	$0	$0	$0.00	$0	No
	WFB	12	Conrad
    Indianapolis	N/A	No	$0	$0	$0.00	$0	Yes
	BANA	13	Arboretum
    at Weston	N/A	Yes	$0	$1,464	$0.20	$52,705	No
	WFB	14	West
    Covina Parkway Plaza	N/A	Yes	$0	$1,456	$0.20	$34,932	Yes
	BANA	15	Sunset
    Terrace Apartments	Borrower	Yes	$0	$3,691	$360.10	$0	No
	WFB	16	Holiday
    Inn Express Savannah - Historic District	N/A	Yes	$0	$26,286	$2,205.82	$0	Yes
	WFB	17	Security
    Public Storage - San Mateo	N/A	No	$0	$0	$0.00	$0	Yes
	WFB	18	Sierra
    View Plaza	Lender	Yes	$0	$1,036	$0.11	$24,856	Yes
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	N/A	Yes	$0	$6,902	$746.16	$0	No
	MSMCH	20	11211
    Vanowen St	N/A	Yes	$0	$1,683	$0.10	$0	No
	WFB	21	Emerald
    Desert RV Resort	N/A	Yes	$0	$1,117	$50.01	$0	No
	BANA	22	Calabasas
    Self Storage	N/A	Yes	$0	$997	$0.15	$0	No
	MSMCH	23	Sun
    Ridge Townhomes	Lender	Yes	$0	$3,000	$300.00	$0	No
	MSMCH	24	McCarran
    Commerce Center	N/A	Yes	$0	$1,063	$0.15	$38,262	No
	MSMCH	25	Colonnade
    at West Lake Houston	N/A	Yes	$0	$681	$0.15	$0	No
	WFB	26	Escondido
    RV Resort	N/A	Yes	$0	$525	$50.00	$0	No
	BANA	27	Stoneridge
    Apartments	N/A	Yes	$0	$2,240	$280.00	$0	No
	BANA	28	Grants
    Pass Retail	N/A	No	$0	$0	$0.00	$0	Yes
	BANA	29	Holiday
    Inn Express - Monroe, MI	N/A	Yes	$0	$5,474	$791.39	$500,000	No
	WFB	30	South
    Pointe Plaza - NV	N/A	Yes	$0	$571	$0.31	$0	No
	WFB	31	Peoria
    Marketplace	N/A	Yes	$0	$828	$0.39	$25,000	No
	WFB	32	Valley
    Springs Self Storage	N/A	Yes	$0	$1,054	$0.15	$25,300	Yes
	WFB	33	Bear
    Valley West Self Storage	N/A	Yes	$50,000	$1,390	$0.15	$50,000	No
	BANA	34	Gilbert
    Road Self Storage	N/A	Yes	$0	$927	$0.17	$30,000	No
	BANA	35	South
    Towers Apartments	Borrower	Yes	$0	$711	$258.57	$0	No
	WFB	36	Shoppes
    of Marysville	N/A	Yes	$0	$490	$0.33	$10,000	No
	WFB	37	San
    Pedro and Vance Jackson Self Storage	N/A	Yes	$0	$701	$0.15	$0	No
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	N/A	No	$0	$0	$0.00	$0	Yes
	BANA	39	Right
    Move Aldine Westfield Self Storage	Borrower	Yes	$0	$623	$0.12	$0	No
	WFB	40	Wall
    Street Industrial Center	N/A	Yes	$25,200	$700	$0.15	$25,200	No




     I-7


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Terms
    or Conditions for Springing Cap Ex Reserve Requirement	Current
    Cap Ex Escrow Balance	Interest
    on Cap Ex Escrow Goes to:	TI/LC
    Escrow in Place (Y/N)	Initial
    TI/LC Escrow Amount ($)	Ongoing
    TI/LC Escrow - Monthly ($)	Annual
    TI/LC Escrow per SF/Unit ($)	TI/LC
    Reserve Cap ($ and Description)
	WFB/BANA	1	101
    Hudson Street	Springing
    $25,714.94 monthly deposit upon the occurrence of an event of default or the Debt Service Coverage Ratio is less than 1.25x	$0	N/A	No	$0	$0	$0.00	$0
	MSMCH	2	Harlem
    USA	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	BANA	3	Cole
    Retail Portfolio	Springing
    monthly deposit of $9075.05 if DSCR falls below 1.50x during any period	$0	N/A	No	$0	$0	$0.00	$0
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	MSMCH	5	The
    Orchard	N/A	$0	Borrower	Yes	$0	$14,734	$0.63	$353,611
	MSMCH	6	Huntington
    Center	N/A	$0	Borrower	Yes	$0	$75,584	$1.00	$2,721,030
	WFB	7	One
    Penn Center	N/A	$43,123	Borrower	Yes	$3,000,000	$150,000	$2.61	$3,000,000
	BANA	8	International
    Square	Springing
    $23,890 monthly, capped at $573,356, upon Cash Trap Event Period	$0	N/A	No	$0	$0	$0.00	$7,531,758
	BANA	9	Briarwood
    Mall	During a
    Reserve Deposit Period, Borrower shall deposit $5,425.00 (the “Replacement Reserve Monthly Deposit”) into the
    Replacement Reserve Account on each Scheduled Payment Date on which the balance in the Replacement Reserve Account is less
    than $130,205.00 (the “Replacement Reserve Threshold”).	$0	Borrower	No	$0	$0	$0.00	$2,496,933
	WFB	10	Fremaux
    Town Center	N/A	$24,850	Lender	No	$0	$0	$0.00	$0
	BANA	11	American
    Greetings HQ	N/A	$0	N/A	Yes	$0	$54,664	$1.00	$0
	WFB	12	Conrad
    Indianapolis	Springing
    if the capital renewals reserve, as defined in the management agreement, is not being maintained in accordance with the management
    agreement.	$0	N/A	No	$0	$0	$0.00	$0
	BANA	13	Arboretum
    at Weston	N/A	$0	Borrower	Yes	$0	$4,392	$0.60	$210,821
	WFB	14	West
    Covina Parkway Plaza	Springing
    monthly deposit past the cap upon the occurrence of either an event of default or the lender determines the borrower is not
    properly maintaining the property	$1,456	Borrower	Yes	$450,000	$4,375	$0.60	$105,000
	BANA	15	Sunset
    Terrace Apartments	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	WFB	16	Holiday
    Inn Express Savannah - Historic District	Springing
    deposit before the earlier of PIP completion and October 2018 upon the occurrence of any of the following: (i) actual quarterly
    FF&E costs incurred are less than the required quarterly FF&E monthly deposit; (ii) an event of default; or (iii)
    property not being adequately maintained	$52,572	Lender	No	$0	$0	$0.00	$0
	WFB	17	Security
    Public Storage - San Mateo	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) lender determines borrower is not properly maintaining
    the property; or (iii) borrower is not the sole fee simple owner of the property	$0	N/A	No	$0	$0	$0.00	$0
	WFB	18	Sierra
    View Plaza	Springing
    monthly deposit past the cap upon the occurrence of either an event of default or the lender determines the borrower is not
    properly maintaining the property	$0	Borrower	Yes	$0	$4,640	$0.48	$111,350
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	N/A	$6,902	Lender	No	$0	$0	$0.00	$0
	MSMCH	20	11211
    Vanowen St	N/A	$1,683	Borrower	Yes	$0	$5,050	$0.30	$303,000
	WFB	21	Emerald
    Desert RV Resort	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	BANA	22	Calabasas
    Self Storage	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	MSMCH	23	Sun
    Ridge Townhomes	N/A	$0	Lender	No	$0	$0	$0.00	$0
	MSMCH	24	McCarran
    Commerce Center	N/A	$0	Lender	Yes	$0	$6,731	$0.95	$323,102
	MSMCH	25	Colonnade
    at West Lake Houston	N/A	$681	Lender	Yes	$0	$4,539	$1.00	$217,888
	WFB	26	Escondido
    RV Resort	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	BANA	27	Stoneridge
    Apartments	N/A	$2,240	Borrower	No	$0	$0	$0.00	$0
	BANA	28	Grants
    Pass Retail	On
    each Monthly Payment Date during a Cash Sweep Period (EOD or DSCR<1.20x for any calendar quarter), Borrower shall deposit
    with Lender an amount equal to one-twelfth (1/12) of $0.20 per rentable square foot of the Property per annum.	$0	N/A	No	$0	$0	$0.00	$0
	BANA	29	Holiday
    Inn Express - Monroe, MI	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	WFB	30	South
    Pointe Plaza - NV	N/A	$0	Lender	Yes	$0	$2,137	$1.16	$130,000
	WFB	31	Peoria
    Marketplace	N/A	$0	Lender	Yes	$0	$2,535	$1.19	$75,000
	WFB	32	Valley
    Springs Self Storage	Springing
    monthly deposit past the cap upon the occurrence of any of the following: (i) an event of default; (ii) the lender determines
    the borrower is not properly maintaining the property; or (iii) a PCR identifies major replacement projects for the property	$0	Lender	No	$0	$0	$0.00	$0
	WFB	33	Bear
    Valley West Self Storage	N/A	$51,390	Borrower	No	$0	$0	$0.00	$0
	BANA	34	Gilbert
    Road Self Storage	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	BANA	35	South
    Towers Apartments	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	WFB	36	Shoppes
    of Marysville	N/A	$0	Lender	Yes	$0	$1,988	$1.34	$75,000
	WFB	37	San
    Pedro and Vance Jackson Self Storage	N/A	$1,402	Lender	No	$0	$0	$0.00	$0
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) lender determines borrower is not properly maintaining
    the property; or (iii) Rite Aid is in default under its lease, vacates its space or terminates its lease or gives notice of
    its intent to do as much, "goes dark", enters bankruptcy or similar insolvency proceedings or fails to extend its
    lease at least six months prior to the current lease expiration	$0	N/A	No	$0	$0	$0.00	$0
	BANA	39	Right
    Move Aldine Westfield Self Storage	N/A	$0	Borrower	No	$0	$0	$0.00	$0
	WFB	40	Wall
    Street Industrial Center	N/A	$25,900	Borrower	Yes	$50,000	$3,127	$0.67	$50,000




     I-8


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Springing
    Reserve Requirement for TI/LC (Y/N)	Terms
    or Conditions for Springing TI/LC Reserve Requirement	Current
    TI/LC Balance	Interest
    on TI/LC Escrow Goes to:	Other
    Escrows in Place (Y/N)	Description
    of "Other" Escrows
	WFB/BANA	1	101
    Hudson Street	Yes	Springing
    $167,706.13 monthly deposit upon the occurrence of an event of default or the Debt Service Coverage Ratio is less than 1.25x	$0	N/A	Yes	Rent
    Concession; Tenant Specific TILC
	MSMCH	2	Harlem
    USA	Yes	During
    Rollover Reserve Trigger Period, $25,609.27 monthly; capped at $921,934	$0	N/A	No	N/A
	BANA	3	Cole
    Retail Portfolio	Yes	Springing
    monthly deposit of $20,418.92 if DSCR falls below 1.50x during any period	$0	N/A	No	N/A
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	No	N/A	$0	N/A	Yes	Scheduled
    CapEx Funds
	MSMCH	5	The
    Orchard	No	N/A	$0	Borrower	Yes	Environmental
    Escrow
	MSMCH	6	Huntington
    Center	No	N/A	$0	Borrower	Yes	Rent
    Concession Reserve Funds; Existing TI/LC Obligations Reserve Funds
	WFB	7	One
    Penn Center	No	N/A	$3,450,000	Borrower	Yes	Rent
    Concession; Tenant Specific TILC Reserve
	BANA	8	International
    Square	Yes	Springing
    $313,823 monthly upon cash trap period; Cap shall not apply if cash trap period is caused by an FRB Vacancy Cash Trap Event
    Period.	$0	Borrower	Yes	Specified
    Tenant Reserve; Downtime Rent Reserve
	BANA	9	Briarwood
    Mall	Yes	During a
    Reserve Deposit Period, Borrower shall deposit with Lender into the Leasing Reserve Account, $69,359.00 (the “Leasing
    Reserve Monthly Deposit”) on each Scheduled Payment Date on which the balance in the Leasing Reserve Account is less
    than an amount equal to $2,496,933.00 (the “Leasing Reserve Threshold").	$0	Borrower	No	N/A
	WFB	10	Fremaux
    Town Center	Yes	Springing
    $135,000 monthly deposit starting in June 2023; $2.403MM of collection is for tenants in occupancy of spaces 10,000 square
    feet or more	$0	N/A	Yes	Rent
    Concession; Tenant Specific TILC Reserve
	BANA	11	American
    Greetings HQ	No	N/A	$0	Lender	Yes	Remaining
    Liabilities Funds Account; Remaining Liabilities Letter of Credit; Ground Rent Reserve Account
	WFB	12	Conrad
    Indianapolis	No	N/A	$0	N/A	No	N/A
	BANA	13	Arboretum
    at Weston	No	N/A	$0	Borrower	No	N/A
	WFB	14	West
    Covina Parkway Plaza	No	N/A	$454,375	Borrower	Yes	Ground
    Rent; Rent Concession; Tenant Specific TILC
	BANA	15	Sunset
    Terrace Apartments	No	N/A	$0	N/A	No	N/A
	WFB	16	Holiday
    Inn Express Savannah - Historic District	No	N/A	$0	N/A	Yes	PIP
    Reserve
	WFB	17	Security
    Public Storage - San Mateo	No	N/A	$0	N/A	No	N/A
	WFB	18	Sierra
    View Plaza	No	N/A	$0	Borrower	No	N/A
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	No	N/A	$0	N/A	No	N/A
	MSMCH	20	11211
    Vanowen St	No	N/A	$5,050	Borrower	No	N/A
	WFB	21	Emerald
    Desert RV Resort	No	N/A	$0	N/A	Yes	Seasonality
    Reserve
	BANA	22	Calabasas
    Self Storage	No	N/A	$0	N/A	No	N/A
	MSMCH	23	Sun
    Ridge Townhomes	No	N/A	$0	N/A	No	N/A
	MSMCH	24	McCarran
    Commerce Center	No	N/A	$0	Lender	Yes	Aquavit
    Life Sciences TI/LC Reserve; Aquavit Life Sciences Rent Abatement Reserve; Aquavit Life Sciences Drywall Credit Reserve; United
    Health Care Reduced Rent Credit Reserve
	MSMCH	25	Colonnade
    at West Lake Houston	No	N/A	$4,539	Lender	Yes	Edward
    Jones TI/LC Reserve
	WFB	26	Escondido
    RV Resort	No	N/A	$0	N/A	No	N/A
	BANA	27	Stoneridge
    Apartments	No	N/A	$0	N/A	No	N/A
	BANA	28	Grants
    Pass Retail	Yes	On
    each Monthly Payment Date during a Cash Sweep Period (EOD or DSCR<1.20x for any calendar quarter), Borrower shall deposit
    with Lender (i) an amount equal to one-twelfth (1/12) of $1.00 per rentable square foot of the Property per annum and (ii)
    any applicable Termination Fee Deposit.	$0	N/A	No	N/A
	BANA	29	Holiday
    Inn Express - Monroe, MI	No	N/A	$0	N/A	No	N/A
	WFB	30	South
    Pointe Plaza - NV	No	N/A	$0	Lender	No	N/A
	WFB	31	Peoria
    Marketplace	No	N/A	$0	Lender	No	N/A
	WFB	32	Valley
    Springs Self Storage	No	N/A	$0	N/A	No	N/A
	WFB	33	Bear
    Valley West Self Storage	No	N/A	$0	N/A	No	N/A
	BANA	34	Gilbert
    Road Self Storage	No	N/A	$0	N/A	No	N/A
	BANA	35	South
    Towers Apartments	No	N/A	$0	N/A	No	N/A
	WFB	36	Shoppes
    of Marysville	No	N/A	$0	Lender	No	N/A
	WFB	37	San
    Pedro and Vance Jackson Self Storage	No	N/A	$0	N/A	No	N/A
	WFB	37.01	San
    Pedro	 	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	Yes	Springing
    upon the occurrence of any of the following: (i) an event of default; (ii) the Rite Aid lease is not in full force and effect;
    or (iii) Rite Aid is in default under its lease, vacates its space or terminates its lease or gives notice of its intent to
    do as much, "goes dark", enters bankruptcy or similar insolvency proceedings or fails to extend its lease at least
    six months prior to the current lease expiration	$0	N/A	No	N/A
	BANA	39	Right
    Move Aldine Westfield Self Storage	No	N/A	$0	N/A	No	N/A
	WFB	40	Wall
    Street Industrial Center	Yes	Springing
    monthly deposit past the cap, up to $75,000, if the Debt Yield falls below 9.2%	$53,127	Borrower	No	N/A




     I-9


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Initial
    Other Escrow Amount ($)	Ongoing
    Other Escrow - Monthly ($)	Other
    Reserve Cap ($)	Other
    Springing Reserve Requirement (Y/N)	Terms
    or Conditions for Springing Other Reserve Requirement
	WFB/BANA	1	101
    Hudson Street	$19,049,837	$0	$0	No	N/A
	MSMCH	2	Harlem
    USA	$0	$0	$0	No	N/A
	BANA	3	Cole
    Retail Portfolio	$0	$0	$0	No	N/A
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 
	MSMCH	4	Marriott
    Albany	$3,000,000	$0	$0	Yes	PIP
    Funds - 110% of any New PIP
	MSMCH	5	The
    Orchard	$420,000	$0	$0	Yes	If
    Remedial Actions not completed by 10/17/2021, Borrower shall deposit any additional funds estimated to complete remediation.
	MSMCH	6	Huntington
    Center	$4,594,385	$0	$0	No	N/A
	WFB	7	One
    Penn Center	$817,162	$0	$0	No	N/A
	BANA	8	International
    Square	$28,442,141	$0	$0	No	N/A
	BANA	9	Briarwood
    Mall	$0	$0	$0	No	N/A
	WFB	10	Fremaux
    Town Center	$519,783	$0	$0	No	N/A
	BANA	11	American
    Greetings HQ	$15,704,391.25
    ($2,612,000 LOC)	$0	$0	Yes	If
    at any time the amount in the Ground Rent Reserve Account is less than $50,675.25, Lender shall notify Borrower of such determination
    and Borrower shall make a deposit in such amount of the deficiency
	WFB	12	Conrad
    Indianapolis	$0	$0	$0	No	N/A
	BANA	13	Arboretum
    at Weston	$0	$0	$0	No	N/A
	WFB	14	West
    Covina Parkway Plaza	$145,212	$12,041	$0	No	N/A
	BANA	15	Sunset
    Terrace Apartments	$0	$0	$0	No	N/A
	WFB	16	Holiday
    Inn Express Savannah - Historic District	$2,500,000	$0	$0	Yes	Springing
    deposit for additional work required in an amount equal to 125% of the estimated cost to complete the additional work
	WFB	17	Security
    Public Storage - San Mateo	$0	$0	$0	No	N/A
	WFB	18	Sierra
    View Plaza	$0	$0	$0	No	N/A
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	$0	$0	$0	No	N/A
	MSMCH	20	11211
    Vanowen St	$0	$0	$0	No	N/A
	WFB	21	Emerald
    Desert RV Resort	$159,116	$79,558	$0	No	N/A
	BANA	22	Calabasas
    Self Storage	$0	$0	$0	No	N/A
	MSMCH	23	Sun
    Ridge Townhomes	$0	$0	$0	No	N/A
	MSMCH	24	McCarran
    Commerce Center	$95,382	$0	$0	No	N/A
	MSMCH	25	Colonnade
    at West Lake Houston	$6,000	$0	$0	No	N/A
	WFB	26	Escondido
    RV Resort	$0	$0	$0	No	N/A
	BANA	27	Stoneridge
    Apartments	$0	$0	$0	No	N/A
	BANA	28	Grants
    Pass Retail	$0	$0	$0	No	N/A
	BANA	29	Holiday
    Inn Express - Monroe, MI	$0	$0	$0	No	N/A
	WFB	30	South
    Pointe Plaza - NV	$0	$0	$0	No	N/A
	WFB	31	Peoria
    Marketplace	$0	$0	$0	Yes	Springing
    $20,000 deposit upon the occurrence of Urgent Care "going dark", vacating (or giving notice of its intent to do
    as much), terminating its lease (or giving notice of its intent to do as much), entering into bankruptcy or similar insolvency
    proceedings, being in default under its lease or failing to renew its lease at least 12 months prior to expiration
	WFB	32	Valley
    Springs Self Storage	$0	$0	$0	No	N/A
	WFB	33	Bear
    Valley West Self Storage	$0	$0	$0	No	N/A
	BANA	34	Gilbert
    Road Self Storage	$0	$0	$0	No	N/A
	BANA	35	South
    Towers Apartments	$0	$0	$0	No	N/A
	WFB	36	Shoppes
    of Marysville	$0	$0	$0	Yes	Springing
    monthly deposit upon the occurrence of any of the following: Applebee’s (or any successor or replacement tenant) is in default
    under its lease, terminates its lease or gives notice of its intent to do as much, "goes dark", enters bankruptcy
    or similar insolvency proceedings or fails to extend its lease at least six months prior to the current lease expiration
	WFB	37	San
    Pedro and Vance Jackson Self Storage	$0	$0	$0	No	N/A
	WFB	37.01	San
    Pedro	 	 	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	$0	$0	$0	No	N/A
	BANA	39	Right
    Move Aldine Westfield Self Storage	$0	$0	$0	No	N/A
	WFB	40	Wall
    Street Industrial Center	$0	$0	$0	No	N/A




     I-10


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Current
    Other Balance	Interest
    on Other Escrow Goes to:	Other
    Escrow Description/ Release Provisions    
	WFB/BANA	1	101
    Hudson Street	$19,049,837	Borrower	Rent
    Concession and Tenant Specific TILC Reserves are to be released in accordance with terms and conditions in the loan agreement
	MSMCH	2	Harlem
    USA	$0	N/A	N/A
	BANA	3	Cole
    Retail Portfolio	$0	N/A	N/A
	BANA	3.01	Lawton
    Marketplace	 	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 
	BANA	3.03	Houma
    Crossing	 	 	 
	MSMCH	4	Marriott
    Albany	$3,000,000	Borrower	If
    no EOD, funds shall be disbursed upon evidence that work has been completed, accompanied by presentation of proper documentation
    per Loan Agreement, provided that Lender shall not be required to disburse funds from either reserve more frequently than
    once each calendar month, nor in an amount less than $25,000, or a lesser amount if the total funds of the applicable reserve
    account is less than $25,000 (Est. release of Scheduled Guestroom portion of CapEx Funds: 06/30/2017; Est. release of Scheduled
    Meeting Rooms/Public Space portion of CapEx Funds: 12/31/2017)
	MSMCH	5	The
    Orchard	$420,000	Borrower	If
    no EOD, $336,000 released within 10 days of receipt of invoice evidencing the completion of remediation.  Balance
    released within 10 days of receipt of NFA letter.
	MSMCH	6	Huntington
    Center	$4,594,385	Lender	Rent
    Concession Reserve Funds: If no EOD, disbursed in equal monthly installments according to Schedule IX of the Loan Agreement.
    Existing TI/LC Obligations Reserve Funds: Represents Borrower’s existing TI/LCs under existing leases; if no EOD, released
    once each calendar month upon receipt of certificate of TI/LC work satisfactorily completed and stating each service provider
    has been paid in full or will be upon disbursement
	WFB	7	One
    Penn Center	$817,162	Borrower	Rent
    Concession and Tenant Specific TILC Reserves are to be released in accordance with terms and conditions in the loan agreement
	BANA	8	International
    Square	$28,442,141	Borrower	Released
    provided no EOD
	BANA	9	Briarwood
    Mall	$0	N/A	N/A
	WFB	10	Fremaux
    Town Center	$519,783	Lender	Rent
    Concession and Tenant Specific TILC Reserves are to be released in accordance with terms and conditions in the loan agreement
	BANA	11	American
    Greetings HQ	$15,704,391.25
    ($2,612,000 LOC)	Lender	Remaining
    Liabilities Funds Account: Lender shall disburse to Borrower amounts from the Remaining Liabilities Funds Account to the extent
    necessary to pay for or reimburse Borrower for the actual costs of any approved Remaining Liabilities. Ground Rent Reserve
    Account: Lender shall disburse to Borrower upon payment in full of the debt
	WFB	12	Conrad
    Indianapolis	$0	N/A	N/A
	BANA	13	Arboretum
    at Weston	$0	N/A	N/A
	WFB	14	West
    Covina Parkway Plaza	$157,254	Borrower	Ground
    Rent reserves to be used to pay ground rent by lender; Rent Concession and Tenant Specific TILC Reserves are to be released
    in accordance with terms and conditions in the loan agreement
	BANA	15	Sunset
    Terrace Apartments	$0	N/A	N/A
	WFB	16	Holiday
    Inn Express Savannah - Historic District	$2,500,000	Lender	PIP
    Reserve released upon borrower submitting required documentation as outlined in the loan agreement
	WFB	17	Security
    Public Storage - San Mateo	$0	N/A	N/A
	WFB	18	Sierra
    View Plaza	$0	N/A	N/A
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	$0	N/A	N/A
	MSMCH	20	11211
    Vanowen St	$0	N/A	N/A
	WFB	21	Emerald
    Desert RV Resort	$159,116	Lender	Disbursement
    in April through September during the loan term for payment of debt service shortfalls
	BANA	22	Calabasas
    Self Storage	$0	N/A	N/A
	MSMCH	23	Sun
    Ridge Townhomes	$0	N/A	N/A
	MSMCH	24	McCarran
    Commerce Center	$95,382	Lender	Aquavit
    Life Sciences TI/LC Reserve: To reimburse for TIs under the Aquavit lease - released upon receipt of tenant estoppel stating
    Aquavit Life Sciences, Inc. is in occupancy, paying rent, and there are no offsets or credits owed. Aquavit Life Sciences
    Rent Abatement Reserve: Released if Aquavit Life Sciences, Inc. is in occupancy, paying full rent, has delivered  estoppel,
    and no EOD. Aquavit Life Sciences Drywall Credit Reserve: To reimburse tenant for drywall costs - released upon upon receipt
    of tenant estoppel stating Aquavit Life Sciences, Inc. is in occupancy, paying rent, and there are no offsets or credits owed,
    including any for drywall costs. United Health Care Reduced Rent Credit Reserve: released upon receipt of estoppel stating
    tenant is in occupancy, paying rent, and there is no event of default.
	MSMCH	25	Colonnade
    at West Lake Houston	$6,000	Lender	N/A
	WFB	26	Escondido
    RV Resort	$0	N/A	N/A
	BANA	27	Stoneridge
    Apartments	$0	N/A	N/A
	BANA	28	Grants
    Pass Retail	$0	N/A	N/A
	BANA	29	Holiday
    Inn Express - Monroe, MI	$0	N/A	N/A
	WFB	30	South
    Pointe Plaza - NV	$0	N/A	N/A
	WFB	31	Peoria
    Marketplace	$0	N/A	Springing
    reserve disbursed upon conditions outlined in the loan agreement
	WFB	32	Valley
    Springs Self Storage	$0	N/A	N/A
	WFB	33	Bear
    Valley West Self Storage	$0	N/A	N/A
	BANA	34	Gilbert
    Road Self Storage	$0	N/A	N/A
	BANA	35	South
    Towers Apartments	$0	N/A	N/A
	WFB	36	Shoppes
    of Marysville	$0	N/A	Springing
    reserve disburses when springing conditions no longer exists and when borrower requests disbursement (as long as no event
    of default has occurred)
	WFB	37	San
    Pedro and Vance Jackson Self Storage	$0	N/A	N/A
	WFB	37.01	San
    Pedro	 	 	 
	WFB	37.02	Vance
    Jackson	 	 	 
	WFB	38	Rite
    Aid Pittsburgh	$0	N/A	N/A
	BANA	39	Right
    Move Aldine Westfield Self Storage	$0	N/A	N/A
	WFB	40	Wall
    Street Industrial Center	$0	N/A	N/A




     I-11


     

    

	MSC 2016-BNK2
	Mortgage Loan Schedule
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan
    ID	Property
    Name 	Debt
    Service Payment Grace Period to Impose Late Charge	Debt
    Service Grace Period to Call a Default	Balloon
    Payment Grace Period to Impose Late Charge	Balloon
    Payment Grace Period to Call a Default	Lockbox
    Type	Cash
    Management Status	ARD
    Loan (Y/N)	Final
    Maturity Date	ARD
    Rate Step	Units/SF	Due
    Date	Prepayment
    String
	WFB/BANA	1	101
    Hudson Street	0	0	0	0	Hard	Springing	No	N/A	N/A	1,341,649	11	LO(25);YM1(88);O(7)
	MSMCH	2	Harlem
    USA	5	5	0	0	Hard	Springing	No	N/A	N/A	245,849	1	LO(25);DEF(91);O(4)
	BANA	3	Cole
    Retail Portfolio	4	4	0	0	Hard	Springing	No	N/A	N/A	544,503	1	LO(25);YM1(30);O(5)
	BANA	3.01	Lawton
    Marketplace	 	 	 	 	 	 	 	 	 	187,965	 	 
	BANA	3.02	Shops
    at Abilene	 	 	 	 	 	 	 	 	 	175,642	 	 
	BANA	3.03	Houma
    Crossing	 	 	 	 	 	 	 	 	 	180,896	 	 
	MSMCH	4	Marriott
    Albany	5	5	0	0	Hard	Springing	No	N/A	N/A	359	1	LO(24);DEF(92);O(4)
	MSMCH	5	The
    Orchard	0	Grace
    period of 5 days, but no more than one time per year or 3 times during loan term, Borrower shall have a grace period of 3
    days following notice that payment is due and payable	0	0	Hard	Springing	No	N/A	N/A	280,644	1	LO(24);YM1(89);O(7)
	MSMCH	6	Huntington
    Center	0	0	0	0	Hard	In
    Place	No	N/A	N/A	907,010	7	LO(25);DEF(91);O(4)
	WFB	7	One
    Penn Center	0	0	0	0	Hard	In
    Place	No	N/A	N/A	689,966	11	LO(27);DEF(88);O(5)
	BANA	8	International
    Square	0	0	0	0	Hard	Springing	No	N/A	N/A	1,158,732	10	LO(27);DEF(86);O(7)
	BANA	9	Briarwood
    Mall	0	4	0	0	Hard	Springing	No	N/A	N/A	369,916	1	LO(26);DEF(87);O(7)
	WFB	10	Fremaux
    Town Center	0	0	0	0	Soft	Springing	No	N/A	N/A	397,493	11	LO(35);YM1(81);O(4)
	BANA	11	American
    Greetings HQ	0	0	0	0	Hard	Springing	No	N/A	N/A	655,969	1	LO(24);DEF(92);O(4)
	WFB	12	Conrad
    Indianapolis	0	0	0	0	Springing	Springing	No	N/A	N/A	247	11	LO(25);DEF(90);O(5)
	BANA	13	Arboretum
    at Weston	0	0	0	0	Hard	Springing	No	N/A	N/A	87,842	1	LO(24);DEF(92);O(4)
	WFB	14	West
    Covina Parkway Plaza	0	0	0	0	Springing	Springing	No	N/A	N/A	87,379	11	LO(25);DEF(90);O(5)
	BANA	15	Sunset
    Terrace Apartments	0	0	0	0	Springing	Springing	No	N/A	N/A	120	6	LO(24);DEF(91);O(5)
	WFB	16	Holiday
    Inn Express Savannah - Historic District	0	0	0	0	Springing	Springing	No	N/A	N/A	143	11	LO(26);DEF(90);O(4)
	WFB	17	Security
    Public Storage - San Mateo	0	0	0	0	N/A	N/A	No	N/A	N/A	84,593	11	LO(25);DEF/YM1(88);O(7)
	WFB	18	Sierra
    View Plaza	5	0	0	0	Springing	Springing	No	N/A	N/A	116,523	11	LO(24);DEF(92);O(4)
	WFB	19	Hampton
    Inn & Suites Toledo Westgate	0	0	0	0	Springing	Springing	No	N/A	N/A	111	11	LO(25);YM1(91);O(4)
	MSMCH	20	11211
    Vanowen St	5	5	0	0	Springing	Springing	No	N/A	N/A	202,000	1	LO(26);DEF(90);O(4)
	WFB	21	Emerald
    Desert RV Resort	0	0	0	0	Springing	Springing	No	N/A	N/A	268	11	LO(24);DEF(92);O(4)
	BANA	22	Calabasas
    Self Storage	5	4	0	0	Springing	Springing	No	N/A	N/A	79,753	1	LO(24);DEF/YM1(91);O(5)
	MSMCH	23	Sun
    Ridge Townhomes	5	5	0	0	Springing	Springing	No	N/A	N/A	120	1	LO(25);DEF(91);O(4)
	MSMCH	24	McCarran
    Commerce Center	5	5	0	0	Springing	Springing	No	N/A	N/A	85,027	1	LO(25);DEF(91);O(4)
	MSMCH	25	Colonnade
    at West Lake Houston	5	5	0	0	Springing	Springing	No	N/A	N/A	54,472	1	LO(26);DEF(54);O(4)
	WFB	26	Escondido
    RV Resort	0	0	0	0	Springing	Springing	No	N/A	N/A	126	11	LO(24);DEF(92);O(4)
	BANA	27	Stoneridge
    Apartments	5	4	0	0	Springing	Springing	No	N/A	N/A	96	1	LO(25);DEF(91);O(4)
	BANA	28	Grants
    Pass Retail	5	4	0	0	Springing	Springing	No	N/A	N/A	96,348	1	LO(25);DEF(87);O(8)
	BANA	29	Holiday
    Inn Express - Monroe, MI	5	4	0	0	Hard	Springing	No	N/A	N/A	83	1	LO(24);DEF(92);O(4)
	WFB	30	South
    Pointe Plaza - NV	0	0	0	0	Springing	Springing	No	N/A	N/A	22,102	11	LO(24);DEF(92);O(4)
	WFB	31	Peoria
    Marketplace	0	0	0	0	Springing	Springing	No	N/A	N/A	25,484	11	LO(24);DEF(92);O(4)
	WFB	32	Valley
    Springs Self Storage	0	0	0	0	Springing	Springing	No	N/A	N/A	84,330	11	LO(24);DEF(92);O(4)
	WFB	33	Bear
    Valley West Self Storage	0	0	0	0	N/A	N/A	No	N/A	N/A	111,220	11	LO(25);DEF(91);O(4)
	BANA	34	Gilbert
    Road Self Storage	5	4	0	0	Springing	Springing	No	N/A	N/A	63,577	1	LO(24);DEF(92);O(4)
	BANA	35	South
    Towers Apartments	0	0	0	0	Springing	Springing	No	N/A	N/A	33	6	LO(24);DEF(91);O(5)
	WFB	36	Shoppes
    of Marysville	0	0	0	0	N/A	N/A	No	N/A	N/A	17,801	11	LO(24);DEF(92);O(4)
	WFB	37	San
    Pedro and Vance Jackson Self Storage	0	0	0	0	N/A	N/A	No	N/A	N/A	56,099	11	LO(26);DEF(90);O(4)
	WFB	37.01	San
    Pedro	 	 	 	 	 	 	 	 	 	31,274	 	 
	WFB	37.02	Vance
    Jackson	 	 	 	 	 	 	 	 	 	24,825	 	 
	WFB	38	Rite
    Aid Pittsburgh	5	0	0	0	Springing	Springing	No	N/A	N/A	5,368	11	LO(24);DEF(92);O(4)
	BANA	39	Right
    Move Aldine Westfield Self Storage	5	4	0	0	Springing	Springing	No	N/A	N/A	63,705	1	LO(24);DEF(92);O(4)
	WFB	40	Wall
    Street Industrial Center	0	0	0	0	Springing	Springing	No	N/A	N/A	56,000	11	LO(25);DEF(31);O(4)




     I-12


     

    


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-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036





Attention:
Jane Lam


 





Morgan
Stanley Capital I Inc.





1221
Avenue of the Americas





New
York, New York 10020 


Attention:
Legal Compliance Division


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-BNK2



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the
“Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest]
of Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






     Exhibit C-1


     


    

 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” within the meaning of Rule 501(a)(1), (2),
                                         (3) or (7) of Regulation D (“Regulation D”) under the Securities Act
                                         of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners are “accredited investors” within the meaning of
                                         Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
                                         Investor”) and has such knowledge and experience in financial and business
                                         matters as to be capable of evaluating the merits and risks of its investment in the
                                         Certificates, and the Purchaser and any accounts for which it is acting are each able
                                         to bear the economic risk of the Purchaser’s or such account’s investment.
                                         The Purchaser is acquiring the Certificates purchased by it for its own account or for
                                         one or more accounts, each of which is an Institutional Accredited Investor, as to each
                                         of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes
                                         to reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent
to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed
herein.


 





 



 


* Purchaser must select one of the following two certifications.


 






     Exhibit C-2


     


    

 





3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificates. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificates
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
                                         the Certificates and state that interest and original issue discount on the Certificates
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification 



 





 



 





** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 














     Exhibit C-3


     


    

 


	 	 	expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 





	 	 	8.	Please make all payments
    due on the Certificates:****
	 	 	 	 
	 	☐	(a)	by wire transfer to the following account at
    a bank or entity in New York, New York, having appropriate facilities therefor:






	 	 	 	 	 	 	 	 
	 	 	 	Bank: 	 	 
	 	 	 	ABA #: 	 	 
	 	 	 	Account #: 	 	 
	 	 	 	Attention: 	  	 









		 	 	 	 
	 	☐	(b)	by mailing a check or draft to the following
    address:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,

                                              

	 	[The
    Purchaser]




 





 



  


****    Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


  






     Exhibit C-4


     


    

 





		
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Dated:	 	 





       










 




     Exhibit C-5


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2 


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of November 1, 2016, by and among Morgan Stanley Capital I Inc., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC,
                                         as Operating Advisor and as Asset Representations Reviewer



 


STATE
OF                              )

                                                 )           ss.:

COUNTY OF                          )


 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is


 



     Exhibit D-1-1


     


    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 



     Exhibit D-1-2


     


    




 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section
11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the Purchaser.


 


☐          The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)         at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)        the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 


9.           The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.         The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.         The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 



     Exhibit D-1-3


     


    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





		
		By:	 
	 	 	Name:

                                         Title:
	 	 	 





		
		By:	 
	 	 	Name:

                                         Title:


 




     Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.








	 	 	 
		NOTARY
PUBLIC in and for the

State of _______________
	[SEAL]	 	 
	 	 	 
	

                    My Commission expires:
 
	 


 


 









 










     Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley
Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant


 



    Exhibit D-2-1


    	 



    

 


evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





		
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
		By:	 
	 	 	 Name:

                                          Title:





 




    Exhibit D-2-2


    	 



    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor 


1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


Morgan
Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor 


1221
Avenue of the Americas





New
York, New York 10020





Attention:
Legal Compliance Division





 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


Morgan
Stanley Capital I Inc.





1221
Avenue of the Americas





New
York, New York 10020





Attention:
Legal Compliance Division


 






     Exhibit D-3-1


     


    

 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2 (the “Certificates”) issued pursuant to the Pooling and
                                         Servicing Agreement (the “Pooling and Servicing Agreement”), dated
                                         as of November 1, 2016, by and among Morgan Stanley Capital I Inc., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC,
                                         as Operating Advisor and as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of an
                                         RR Interest by the Transferor unless the Purchaser, or such Purchaser’s agent,
                                         delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         transfer is in compliance with the EU Credit Risk Retention Agreement, dated and effective
                                         as of November 22, 2016, between Morgan Stanley Bank, N.A., Wells Fargo Bank, National
                                         Association, Bank of America, National Association, Morgan Stanley Capital I Trust 2016-BNK2,
                                         Morgan Stanley Capital I Inc., Wilmington Trust, National Association, as trustee on
                                         behalf of the holders of the Certificates pursuant to the Pooling and Servicing Agreement,
                                         and Wells Fargo Bank, National Association, in its capacity as certificate administrator
                                         under the Pooling and Servicing Agreement, and the Transferor has satisfied all requirements
                                         pursuant to that agreement.



 


		4.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through Morgan Stanley & Co. LLC,
                                         Wells Fargo Securities, LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated
                                         or an affiliate thereof.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 






     Exhibit D-3-2


     


    




 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the U.S. Credit Risk Retention Agreement, between Morgan Stanley Mortgage
                                         Capital Holdings LLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association
                                         and Bank of America, National Association dated and effective as of November 22, 2016
                                         (the “Credit Risk Retention Agreement”) as if it were party to such
                                         agreement.



 


		D.	It
                                         hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention
                                         Agreement.



 


		E.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the RR Interest will satisfy the risk retention requirements of the Transferor, in
                                         its capacity as [sponsor][originator] under Regulation RR.



 


☐     The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





		
		By:	 
	 	 	Name:

                                         Title:


 





		
		By:	 
	 	 	Name:

                                         Title:


 




     Exhibit D-3-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR] 





		
		By:	 	 
	 	 	Name:

                                         Title:






 


[Medallion Stamp Guarantee]


 




     Exhibit D-3-4


     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 


Morgan
Stanley Mortgage Capital Holdings LLC,

as Retaining Sponsor





1221
Avenue of the Americas





New
York, New York 10020





Attention:
Legal Compliance Division


 


[EACH
OTHER HOLDER OF AN RR INTEREST]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of RR Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by and among Morgan
Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you that:


 






     Exhibit D-4-1


     


    

 


		1.	The
                                         transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	The
                                         transfer is in compliance with the EU Credit Risk Retention Agreement, dated and effective
                                         as of November 22, 2016, between Morgan Stanley Bank, N.A., Wells Fargo Bank, National
                                         Association, Bank of America, National Association, Morgan Stanley Capital I Trust 2016-BNK2,
                                         Morgan Stanley Capital I Inc., Wilmington Trust, National Association, as trustee on
                                         behalf of the holders of the Certificates pursuant to the Pooling and Servicing Agreement,
                                         and Wells Fargo Bank, National Association, in its capacity as certificate administrator
                                         under the Pooling and Servicing Agreement, and the Transferor has satisfied all requirements
                                         pursuant to that agreement.



 


		3.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through Wells Fargo Securities, LLC,
                                         Merrill, Lynch, Pierce, Fenner & Smith Incorporated, or Morgan Stanley & Co.
                                         LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
                                         certifies, represents and warrants to you that:



 


		A.	The
                                         transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Morgan
                                         Stanley Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National
                                         Association and Bank of America, National Association, dated and effective as of November
                                         22, 2016 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


☐      The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 






     Exhibit D-4-2


     


    

 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





		
	 	 	[TRANSFEROR]
	 	 	 
		By:	 
	 	 	 Name:

                                          Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 





		
		By:	 	 
	 	 	Name:

                                         Title:






 


[Medallion Stamp Guarantee]


 




     Exhibit D-4-3


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 	
	 	[Master
    Servicer] 	 	
	 	[Special
    Servicer] 

    Loan No.:	 	
	Custodian
	 	Name:	 	Wells
    Fargo Bank, National Association
	 	Address:	 	1055
                                         10th Ave SE

                                         Minneapolis, Minnesota 55414

                                         Attention: Document Custody Group (CMBS) 

        Morgan
        Stanley Capital I Trust 2016-BNK2

        

	 	Custodian/Trustee
    

    Mortgage File No.:		 
	Depositor
	 	Name:	 	Morgan
    Stanley Capital I Inc.
	 	Address:	 	1585
                                         Broadway 

        New
        York, New York 10036

        

        Attention:
        Jane Lam

         

        

        with
        a copy to

         

        Morgan
        Stanley Capital I Inc.

        

        1221
        Avenue of the Americas

        

        New
        York, New York 10020

        

        Attention:
        Legal Compliance Division

         

	 	Certificates:	 	Morgan
    Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of Morgan


 



     Exhibit E-1


     


    

 


Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of November 1, 2016, by and among
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


 





		( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 


  


The
undersigned [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.


 






     Exhibit E-2


     


    

 





		
	 	[____________]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Date:  	 	 	 	 





 




     Exhibit E-3


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc.





1585
Broadway





New
York, New York 10036





Attention:
Jane Lam


 





Morgan
Stanley Capital I Inc.





1221
Avenue of the Americas





New
York, New York 10020





Attention:
Legal Compliance Division


 


		Re:	Transfer
                                         of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-BNK2



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate
Balance] in the Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, [Class
[X-E][E-1][E-2][E][F-1][F-2][F][EF][G-1][G-2][G][EFG][H-1][H-2][H] Certificates][RR Interest] issued pursuant to that certain
Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of


 



     Exhibit F-1-1


     


    

 


1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a
Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not
constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
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 Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor
to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar
Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





		
	 	Very
truly yours,

                                                                                 

	 	[The Purchaser]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Date:  	 	 	 	 


  




     Exhibit F-1-2


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention:
Corporate Trust Services (CMBS) –





Morgan
Stanley Capital I Trust 2016-BNK2





[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]





[______]





Attention:
[______]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Capital
I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, [Class R][Class V] Certificates (the “[Class
R][Class V] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2016
(the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class
V] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”), or (b) any person acting
on behalf of any such Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason
of


 



     Exhibit F-2-1


     


    

 


investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA) to purchase such [Class R][Class V] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





		
	 	Very
truly yours,

                                                                                

	 	 
	 	[The Purchaser]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Date:  	 	 	 	 


  




     Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT

 




     Exhibit G-1


     


    

 


EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2” (the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee MSC 2016-BNK2, 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 [_], 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-BNK2


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


 *       Select
appropriate depository.


  






     Exhibit I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





		
	 	[Insert
Name of Transferor]

                                                                                

	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Dated:  	 	 	 	 


 


cc:
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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


    	 



    

 


[(2) at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master 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 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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class
(CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of


 



 



 


*     Select appropriate depository.


 


    Exhibit K-1


    	 



    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 





	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 


 


cc: 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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 



 


*     Select,
as applicable.



 


    Exhibit L-1


    	 



    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


    	 



    

 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master 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 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-BNK2


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 



    Exhibit O-1


    	 



    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers. 


	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 



 








cc: Morgan Stanley Capital I Inc.



 




    Exhibit O-2


    	 



    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY AND/OR 

THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class [_] Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In 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


 



    Exhibit P-1A-1


    	 



    

 


its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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 Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 



	 	 	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	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] 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	
        Wells Fargo Bank,
National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust Series 2016-BNK2

         

	 	 	 
	
        Wilmington Trust,
National Association 

        1100 North Market
Street 

        Wilmington, Delaware
19890 

        Attention: MSC 2016-BNK2 
	 	
        C-III Asset Management
LLC 

        5221 North O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2) 

	 	 	 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1B-1


    	 



    

 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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].


 






    Exhibit P-1B-2


    	 



    

 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 


	 	 	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 



cc: Morgan Stanley Capital I Inc. 


 



    Exhibit P-1B-3


    	 



    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE 

RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class 

Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Morgan Stanley Capital I Trust 2016-BNK2 Asset Manager


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


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.


 






    Exhibit P-1C-1


    	 



    

 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master 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. 


	 	 	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exhibit P-1C-2


    	 



    

     


	Dated:	 	 	 	 



 cc: Morgan Stanley Capital I Inc. 


 




    Exhibit P-1C-3


    	 



    


 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	
        Park Bridge Lender
Services LLC 

        600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	 	
        Wells Fargo Bank,
National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2 

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: MSC 2016-BNK2	 	
        C-III Asset Management
LLC 

        5221 North O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna Vick
Unell, General Counsel 

        (MSC 2016-BNK2) 

	 	 	 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1


    	 



    

 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the


 



    Exhibit P-1D-2


    	 



    

 


related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.     Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 


	 	 	 	 	 
	 	[_____]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 



cc: Morgan Stanley Capital I Inc.


 




    Exhibit P-1D-3


    	 



    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date] 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender
Services LLC 

        600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	
        Wells Fargo Bank,
National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2 

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: MSC 2016-BNK2	
        C-III Asset Management
LLC 

        5221 North O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2) 

	 	 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY CAPITAL I TRUST 2016-BNK2, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-BNK2, 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 Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a


 



    Exhibit P-1E-2


    	 



    

 


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 and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class


 



    Exhibit P-1E-3


    	 



    

 


Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 



cc: Morgan Stanley Capital I Inc.


 




    Exhibit P-1E-4


    	 



    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

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 Series 2016-BNK2

         



		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2



 


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-BNK2 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


 


	Name:	 
	Title:	 


 




    Exhibit P-1F-2


    	 



    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date] 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	
        Wells Fargo Bank,
National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2 

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: MSC 2016-BNK2	 	
        C-III Asset Management
LLC 

        5221 North O’Connor
Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2)

	 	 	 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, 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


 



    Exhibit P-1G-1


    	 



    

 


delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified. 


	 	 	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: Morgan Stanley Capital I Inc.	 	 





 




    Exhibit P-1G-2


    	 



    



 




EXHIBIT P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084, 401 South Tryon Street,

        8th Floor

        Charlotte, North Carolina 28202

        Attention: MSC 2016-BNK2 Asset Manager

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust Series 2016-BNK2

(with a copy sent via email to: trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	
        Park Bridge Lender Services LLC

         

        600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	
        Wells Fargo Bank,
National Association

        Sixth Street and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust Series 2016-BNK2

         

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: MSC 2016-BNK2

(with a copy sent to cmbstrustee@wilmingtontrust.com)	
        C-III Asset Management
LLC

        5221 North O’Connor
Blvd., Suite 600

        Irving, Texas 75039

        Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2)

	 	 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2, RR Interest



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 






     Exhibit P-1H-1


     


    

 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 
	cc: Morgan Stanley Capital I Inc.	 	 



 






     Exhibit P-1H-2


     


    

 





EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSC 2016-BNK2


 


		Attention:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016
(the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 






     Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-2-2


     


    

 





ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Morgan Stanley Capital I Inc. (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2016 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor (the
“Depositor”), Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors,
guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other
information (such information, the “Evaluation Material”) and (y) any of the terms, conditions or other facts
with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you to be
under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to maintain
the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






     Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material to
the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may
be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






     Exhibit P-2-4


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036


Attention: Jane Lam


 


with a copy to:


 


Morgan Stanley Capital I Inc.


1221 Avenue of the Americas


New York, New York 10020


Attention: Legal Compliance Division


 






     Exhibit P-2-5


     


    

 





EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSC 2016-BNK2


 


		Attention:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2



 


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 November 1, 2016
(the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics or
Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 



 






     Exhibit P-3-1


     


    

 


	 	 	liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.
	 	 	 
		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-3-2


     


    

 





EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian
has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the first proviso of the definition of “Mortgage
File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Seller have been reviewed by the Custodian and appear regular on their face and appear to be executed and
to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of
“Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit Q-1


     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036


Attention: Jane Lam


 


Morgan Stanley Capital I Inc.


1221 Avenue of the Americas


New York, New York 10020


Attention: Legal Compliance Division


 


S&P Global Ratings


55 Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage Surveillance Manager


Email: cmbs_info_17g5@standardandpoors.com


 


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


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


C-III Asset Management LLC

5221 North O’Connor Blvd., Suite 600

Irving, Texas 75039

Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2)

Facsimile Number: (972) 868-5490

e-mail: junell@c3cp.com


 


with copies to


 


C-III Asset Management LLC

5221 North O’Connor Blvd., Suite 600

Irving, Texas 75039


 



     Exhibit Q-2


     


    

 


Attention: Lindsey Wright, Senior Managing Director-Portfolio Oversight

Facsimile Number: (972) 868-5490

E-mail: lwright@c3cp.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2016-BNK2


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee MSC 2016-BNK2


 


C-III Investment Management LLC


5221 North O’Connor Blvd.,
Suite 600


Irving, Texas 75039


Attention: Jenna Vick Unell,
General Counsel MSC 2016-BNK2


 






     Exhibit Q-3


     


    

 





EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – MASTER
SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: Morgan Stanley Capital I Trust 2016-BNK2 Asset Manager

Telecopy Number: (704) 715-0036


	 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee MSC 2016-BNK2, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of November 1, 2016 (the “Agreement”), by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), C-III Asset Management
LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the
documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted
under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of


 



     Exhibit R-1-1


     


    

 


trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 






     Exhibit R-1-2


     


    

 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation,



 






     Exhibit R-1-3


     


    

 


			maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The


 



     Exhibit R-1-4


     


    

 


foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2016-BNK2 has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2016-BNK2
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:



 


	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 



 






     Exhibit R-1-5


     


    

 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 


	 	 
	 	Notary Public



 


	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 






     Exhibit R-1-6


     


    

 





EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – SPECIAL
SERVICER


 


RECORDING REQUESTED BY:


C-III Asset Management LLC


5221 North O’Connor Blvd., Suite 600


Irving, Texas 75039


Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2)


 


	 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890 as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of November 1, 2016 (the “Agreement”) by and among
Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management
LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator,
the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the Morgan
Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2, hereby constitutes and appoints
the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and REO Properties; provided, however, that the documents described below may only be executed
and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used
herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of



 






     Exhibit R-2-1


     


    

 


	 	 	trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.
	 	 	 
		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 






     Exhibit R-2-2


     


    

 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 






     Exhibit R-2-3


     


    

 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 






     Exhibit R-2-4


     


    

 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer
shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The
foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for Morgan Stanley Capital I Trust 2016-BNK2, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Wilmington Trust, National Association,
 as Trustee for Morgan Stanley Capital I Trust 2016-BNK2



	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Witness:


 






     Exhibit R-2-5


     


    

 





	 	 
	Witness:	 
	 	 



 






     Exhibit R-2-6


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


	Notary signature	 



 






     Exhibit R-2-7


     


    

 





EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS



 


	Loan	Companion Holder
	101 Hudson Street Whole Loan	
        NOTE A-1-2:

        

        Wells Fargo Bank, National Association

        

        NOTICE ADDRESS:

        

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

        

        with a copy to:

        

        Jeff D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

        

         

        NOTE A-2:

        

        Wells Fargo Bank, National Association for the holders of the Wells Fargo Commercial Mortgage Trust 2016-C36, Commercial Mortgage
        Pass-Through Certificates, Series 2016-C36

         

        NOTICE ADDRESS:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – WFCM 2016-C36

         

        



 



     Exhibit S-1


     


    

 


	 	NOTE A-3:

         

        Bank of America, National Association

         

        NOTICE ADDRESS:

        

        Bank of America, National Association

        NC1-027-15-01

        214 North Tryon Street

        Charlotte, North Carolina 28255

        Attention: Steven L. Wasser

        Email: steve.l.wasser@baml.com

         

        with a copy to:

         

        W. Todd Stillerman,
Esq.

        Bank of America Corporation

        NC1-027-20-05

        214 North Tryon Street, 20th Floor

        Charlotte, North Carolina 28255

        Email: william.stillerman@bankofamerica.com

        

        NOTE A-5:

         

        Barclays Bank PLC

        

        NOTICE ADDRESS:

        

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York

        Facsimile No.: (646) 758-1700

        Attention: Daniel Vinson, Managing Director

        E-mail: daniel.vinson@barclays.com

        

        with a copy to:

        

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York

        Facsimile No.: (212) 412-7519

        Attention: Steven P. Glynn, Legal Department

        E-mail: steven.glynn@barclays.com

         

	Harlem USA Whole Loan	NOTE A-2:

         

        Morgan Stanley Bank, N.A.
        for the holders of 




 






     Exhibit S-2


     


    

 


		
        

        Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
        Series 2016-C31

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

	The Orchard Whole Loan (prior to the related Servicing Shift Securitization Date)	
        NOTE A-1:

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

Attention: Legal Compliance Division

	Fremaux Town Center Whole Loan (prior to the related Servicing Shift Securitization Date)	NOTE A-1:

         

        Wells Fargo Bank, National Association

        

        NOTICE ADDRESS:

        

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra




 



     Exhibit S-3


     


    

 


		      with a copy to:

        

             Jeff D. Blake, Esq.

             Senior Counsel

             Wells Fargo Law Department

             D1053-300

             301 South College St.

             Charlotte, North Carolina 28288

         

        NOTE A-3:

         

        Wells Fargo Bank, National Association

         

        NOTICE ADDRESS:

         

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

        

        with a copy to:

        

        Jeff D. Blake, Esq.

        Senior Counsel

        Wells Fargo Law Department

        D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

         

	American Greetings HQ Whole Loan (prior to the related Servicing Shift Securitization Date)	
        NOTE A-1-1 AND NOTE A-2:

         

        Bank of America, National Association

         

        NOTICE ADDRESS:

        

        Bank of America, National Association

        NC1-027-15-01

        214 North Tryon Street

        Charlotte, North Carolina 28255

        Attention: Steven L. Wasser

        Email: steve.l.wasser@baml.com

         

        with a copy to:

         

        W. Todd Stillerman,
Esq.




 






     Exhibit S-4


     


    

 


	 	Bank of America Corporation

        NC1-027-20-05

         

        214 North Tryon Street, 20th Floor

        Charlotte, North Carolina 28255

        Email: william.stillerman@bankofamerica.com




 






     Exhibit S-5


     


    

 




EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager

Facsimile Number: (704) 715-0036

Email: aldrin.buenaventura@wellsfargo.com


 


VIA EMAIL


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, 

Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2



 


Ladies and Gentlemen:


 


As you know, [_____],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the mortgaged property identified
as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling and servicing agreement relating to
the [_____] securitization trust (the “PSA”). This is to inform you that one or more of the promissory notes
related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been transferred to Morgan Stanley Capital
I Trust 2016-BNK2 pursuant to that certain Pooling and Servicing Agreement, dated November 1, 2016 (the “2016-BNK2 Pooling
and Servicing Agreement”) by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “2016-BNK2 Master Servicer”), C-III Asset Management LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “2016-BNK2 Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “2016-BNK2 Trustee”), and
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that the 2016-BNK2 Trustee is
the holder of the Subject Mortgage Loan.


 


The undersigned, as 2016-BNK2
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2016-BNK2 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the
2016-BNK2 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded, delivered
or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as such term
is defined in the 2016-BNK2 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2016-BNK2 Pooling and Servicing Agreement) under the 2016-BNK2
Pooling and Servicing Agreement


 






     Exhibit T-1


     


    

 


Thank you for your attention
to this matter.




 






     Exhibit T-2


     


    

 





	 	Date:	 	 



 


	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit T-3


     


    

 






EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	S&P
                                         Global Ratings





55
Water Street, 41st Floor 


New
York, New York 10041 


Attention:
Commercial Mortgage Surveillance Manager 


Email:
cmbs_info_17g5@standardandpoors.com


 


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


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


[INSERT
ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
                                         Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells
                                         Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as
                                         Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
                                         Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC,
                                         as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 






    Exhibit U-1


     

    

 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-BNK2

                                         

                                         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
Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the 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 Master 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.


 


(i)        Certify
that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan Seller in accordance
with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(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.


 












	 	[________________]
	 	 	as Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit U-5


     

    

 


EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”).

Transaction: Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: C-III Asset Management LLC

Directing Certificateholder: C-III Investment Management LLC


 


		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].


 





 






 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.






    Exhibit V-1


     

    

 


 


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
                                         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.



 






    Exhibit V-2


     

    

 


		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 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 on-going 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.


 












    Exhibit V-4


     

    

 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of THE Special Servicer


 


Wilmington
Trust, National Association

  as Trustee

1100 North Market Street





Wilmington,
Delaware 19890





Attention:
CMBS Trustee MSC 2016-BNK2

Telecopy number: (302) 630-4140


 


Wells
Fargo Bank, National Association

  as Certificate Administrator





9062
Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services (CMBS)

Morgan Stanley Capital I Trust 2016-BNK2

Telecopy Number: (410) 715-2380


 


C-III
Asset Management LLC





  as
Special Servicer





C-III
Asset Management LLC





5221
North O’Connor Blvd., Suite 600





Irving,
Texas 75039





Attention:
Jenna Vick Unell, General Counsel (MSC 2016-BNK2)


 


		Re:	Morgan
                                         Stanley Capital I Trust 2016-BNK2, Commercial Mortgage 

Pass-Through Certificates, Series
                                         2016-BNK2, 

                                         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 November 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates,
Series 2016-BNK2 (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.


 






    Exhibit W-1


     

    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that C-III Asset Management LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that C-III Asset Management LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity.





 





	 	Very truly yours,
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








Dated:


 









    Exhibit W-2


     

    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager

Telecopy Number: (704) 715-0036


 


C-III
Asset Management LLC





5221
North O’Connor Blvd., Suite 600





Irving,
Texas 75039





Attention:
Jenna Vick Unell, General Counsel (MSC 2016-BNK2)


 


		Re:	Access
                                         to Certain Information Regarding Morgan Stanley Capital I Trust 2016-BNK2, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-BNK2



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), among the Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/C-III Asset Management LLC (“C-III”)] understands
that [____] (the “Company”) is requesting certain confidential or non-public information relating to the Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells
Fargo/C-III] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/C-III] by third parties,
(b) may not have been verified by [Wells Fargo/C-III], and (c) may be incomplete





 






    Exhibit X-1


     

    

 


[_____]
[__], 20[__]

Page 2


 


or
contain inaccuracies. The Company agrees that [Wells Fargo/C-III], the [“Master Servicer”/”Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/C-III]’s failure or inability to provide the
Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from [Wells Fargo/C-III]; (b) information that is obtained by Company from a third person who, insofar as is known
to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to
[Wells Fargo/C-III]; (c) information that is or becomes publicly available through no fault of Company; and (d) information that
is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/C-III]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/C-III]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo/C-III] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo/C-III] determines (in its sole discretion) that such termination is necessary for any reason, including its
determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo/C-III] shall cease to provide the Company with Confidential Information if
[Wells Fargo/C-III] has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage
Loan documents and [Wells Fargo/C-III] determines that the provision, notice or access to such Confidential Information would
violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Wells Fargo/C-III]’s remedies hereunder, at law or at equity,
are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the


 









    Exhibit X-2


     

    

 


 


[_____]
[__], 20[__]

Page 3






 


foregoing,
the Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds
or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership
interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such
persons shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this
agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/C-III] intends at all times to comply
with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/C-III]’s rights or obligations under the Pooling and Servicing Agreement. This letter
agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed
to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 









    Exhibit X-3


     

    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]










	 	 	 
	 	[C-III ASSET MANAGEMENT LLC]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]






















 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]





	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 









    Exhibit X-4


     

    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION
 


 


I,
[identify the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of Morgan Stanley Capital
                                         I Trust 2016-BNK2 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]]


 






    Exhibit Y-1


     

    

 


Date:_________________________


 


______________________________________

President

Morgan Stanley Capital I Inc.

(Senior officer in charge of the securitization of the depositor)


 









    Exhibit Y-2


     

    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


MORGAN
STANLEY CAPITAL I TRUST 2016-BNK2 (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 November 1, 2016 (the “Pooling and Servicing Agreement”), entered into
by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, certifies to [_______], 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 the applicable Certification Parties will rely upon this
certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”);



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 






    Exhibit Y-1-1


     

    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the 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 Y-1-2


     

    





 


Exhibit
Y-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator (the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special
servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all
reports (the “Servicer Reports”) required to
be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master
servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and
Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and
except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the 



 






    Exhibit Y-2-1


     


    

 


			Pooling and Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects
during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information
and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the
Master Servicer have been properly completed and that any fields that have been left blank on their face have been done so in accordance
with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Y-2-2


     


    

 





	 	WELLS FARGO BANK, NATIONAL

 ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit Y-2-3


     


    

 


Exhibit
Y-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of C-III ASSET MANAGEMENT LLC as Special Servicer under that certain Pooling and Servicing Agreement
dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), C-III Asset
Management LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and
its officers, directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon
this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the 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 



 






    Exhibit Y-3-1


     


    

 


			Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 




	 	C-III ASSET MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Y-3-2


     


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special Servicer”),
the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies
to [______], 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 the applicable Certification Parties will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion
as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WILMINGTON TRUST, NATIONAL

 ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Y-4-1


     


    

 





Exhibit
Y-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(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 November 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “Certificate Administrator”) and Park Bridge Lender Services LLC, as Operating Advisor and as
asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the 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 Y-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
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 


	 	By:	 
	 	 	Name:
	 	 	Title:





 



    Exhibit Y-5-2


     


    







 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(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 November 1, 2016 (the “Pooling
and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), C-III Asset Management LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, certifies to [______], 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 the applicable Certification Parties will rely
upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided
to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS FARGO BANK, NATIONAL

 ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Y-6-1


     


    

  


Exhibit
Y-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


MORGAN STANLEY CAPITAL I TRUST 2016-BNK2
(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 November 1, 2016 (the “Pooling and Servicing Agreement”), entered into by Morgan Stanley Capital I Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
C-III Asset Management LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf
of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
and its officers, directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely
upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the 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 Y-7-1


     


    







 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PARK BRIDGE
LENDER SERVICES LLC
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 


	 	By:	 
	 	 	Name:
	 	 	Title:






 






    Exhibit Y-7-2


     


    

 


EXHIBIT Z


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit Z shall not be
construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the Pooling
and Servicing Agreement of which this Exhibit Z forms a part or to require an assessment of a criterion that is not encompassed
by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing Agreement. For
the avoidance of doubt, for purposes of this Exhibit Z, other than with respect to Item 1122(d)(2)(iii), references to Servicer
below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	Servicing Criteria 	applicable

 Servicing

 Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        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.	Certificate
Administrator

        Master
Servicer

        Special
Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	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



 






    Exhibit Z-1


     


    

 

	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
(as applicable)1

        Master
Servicer

        Special
Servicer

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	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



 





 









1 Only to the extent that the Trustee
was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 











    Exhibit Z-2


     


    

 


	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
Servicer

        Special
        Servicer

         

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    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 Z-3


     


    











 


EXHIBIT AA


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the 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 Special Servicer, as the case may be. For this Series 2016-BNK2 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

         

	
        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 AA-1


     


    

 


	
        

        requires disclosure
        only of proceedings described therein that are material to security holders)

         
	
        

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         




	Item 3: Sale of Securities and Use of Proceeds

                                                                                 
	●     Depositor
	Item 4: Defaults Upon Senior Securities

                                                                                 
	●     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders

                                                                                 
	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of
such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 






    Exhibit AA-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 CC, (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 CC.

         

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date) 

        ●     Master
Servicer (with respect to the balance of its Collection Account as of the related 
	 




 






    Exhibit AA-3


     


    

 


		
        Distribution
Date and the preceding Distribution Date) 

        ●     Special
Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding Distribution
Date) 

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 




	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator,
Trustee, 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 AA-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 CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.


 


    Exhibit AA-5


     


    
 

EXHIBIT BB


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the 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 Master Servicer or Special Servicer, as the case may be. For this Series 2016-BNK2 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 CC,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
Form 8-K Disclosure” or as “Additional Form 10-D Disclosure” 
	●     Certificate Administrator, Trustee, 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 CC. 



 






    Exhibit BB-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 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 Master
        Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     The Depositor



 






    Exhibit BB-2


     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part
        3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with respect to
        a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly and
        annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
        and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
        Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided,
        however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for
        the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that is has
        not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     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 BB-3


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator /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”.

         

        and

         

        ●     1119(b)
of Regulation AB,

        
	
        ●     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        

        ●     Special
        Servicer

        

        ●     Certificate
        Administrator

        

        ●     Trustee

        

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer




 






    Exhibit BB-4


     


    

 


	


         

        but only the existence and (if existent) the general character of any
        business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of
        business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2016-BNK2 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-BNK2 transaction
or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if  
	
        constitutes an originator of
10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.

         




 






    Exhibit BB-5


     


    

 


	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-BNK2 transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was 
	
        ●     The
Depositor 

        ●     Each
        Mortgage Loan Seller

         




 






    Exhibit BB-6


     


    

 


	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including the
        terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
        “Additional Form 10-K Disclosure”.

         
	
        

         

        

         




	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
3(ii) of Item 601 of Regulation S-K) 
	●     Depositor



 






    Exhibit BB-7


     


    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee 

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that, in each case, that this shall in no event be
        construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case, that in the event any
        reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the
        responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate Administrator,
Trustee, 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.



 






    Exhibit BB-8


     


    

 


	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
Item 601 of Regulation S-K) 
	●     Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
Item 601 of Regulation S-K) 
	●     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
S-K) 
	●     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601 of Regulation S-K). 
	●     Not Applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement. 
	●     Depositor
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation
        S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation report
        rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing
        Agreement.

         
	
        ●     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. 
	 




 






    Exhibit BB-9


     


    

 


	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but
        only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is
        signed pursuant to a power of attorney.

         
	●     Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i)
of Item 601 of Regulation S-K). 
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
of Item 601 of Regulation S-K). 
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of
Regulation S-K). 
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria
for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K). 
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
Regulation S-K). 
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
(Exhibit No. 36 of Item 601 of Regulation S-K). 
	●     Depositor



 






    Exhibit BB-10


     


    

 


	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K) 
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
S-K). 
	●     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator,
Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit
pursuant to Item 9(d) of Exhibit CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes
a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor] 

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator] 

        [Depositor] 



 






    Exhibit BB-11


     


    

 







EXHIBIT CC


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the 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 Master Servicer
or Special Servicer, as the case may be. For this Series 2016-BNK2 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 CC-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 CC-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 

        ●     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 that, in each case, that this shall
in 




 






    Exhibit CC-3


     


    

 


	
        rights of security holders (Exhibit No. 4 of Item 601
of Regulation S-K) 
	
        

        no event be construed to make such party responsible
for the initial filing of this Pooling and Servicing Agreement 




	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding
non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K) 
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
S-K) 
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No.
17 of Item 601 of Regulation S-K) 
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
No. 20 of Item 601 of Regulation S-K) 
	●     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	●     Depositor
	
        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 CC-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 CC-5


     


    

 






EXHIBIT
DD


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Corporate Trust Services (CMBS) (CMBS)




 


Morgan Stanley Capital I Inc., Morgan Stanley Capital I Trust
2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2—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 November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [               ], phone number: [               ]; email address: [               ].


 





	 	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 











cc: Depositor


 









    Exhibit DD-1


    	 



    

 


EXHIBIT EE


 


INITIAL
SUB-SERVICERS


 


1. Berkadia Commercial Mortgage
LLC


 


2. Commercial Capital Advisors,
Inc.


 


3. NorthMarq Capital, LLC


 









    Exhibit EE-1


    	 



    

 


EXHIBIT FF


 


SERVICING
FUNCTION PARTICIPANTS


 


Berkadia Commercial Mortgage LLC


 









    Exhibit FF-1


    	 



    

 


EXHIBIT GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series 2016-BNK2 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [C-III Asset Management LLC, as Special
Servicer] [Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian]] [Wilmington Trust, National Association,
as Trustee] (the “Certifying Servicer”), certify to Morgan Stanley Capital I Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting
Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


Date:__________________________________


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Master Servicer]

[C-III ASSET MANAGEMENT LLC,

as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,


as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Trustee]


 






	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 








 






    Exhibit GG-1


    	 



    

 


EXHIBIT HH


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 






 


1 Describe any permissible
exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance
with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued),
if applicable.


 






    Exhibit HH-1


    	 



    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 


[Name
of Reporting Servicer]





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 









    Exhibit HH-2


    	 



    

 


EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





900 7th Street, NW, Suite 820





Washington, DC 20001





Attn: President


 


or by wire transfer to:


 


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





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 









    Exhibit II-1


    	 



    

 







EXHIBIT JJ


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


 


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com, trustadministratorgroup@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref: MSC 2016-BNK2, 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-BNK2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSC 2016-BNK2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSC 2016-BNK2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 






     Exhibit JJ-1


     


    

 




EXHIBIT
KK


 


[RESERVED]


 






     Exhibit KK-1


     


    

 





EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) MSC 2016-BNK2—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 November 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection 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 LL-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 LL-2


     


    

 


EXHIBIT MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Wells Fargo Bank, National Association

as Certificate Administrator


 


9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSC 2016-BNK2


 


Wells Fargo Bank, National Association

as Master Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager

Telecopy Number: (704) 715-0036


 


C-III Asset Management LLC

as Special Servicer


5221 North O’Connor
Blvd., Suite 600


Irving, Texas 75039


Attention: Jenna Vick Unell, General Counsel (MSC 2016-BNK2)


 


Park Bridge Lender Services
LLC

as Operating Advisor


600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of November 1, 2016, by and among Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer



 






     Exhibit MM-1


     


    

 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Contact Info:
[Tel/Email]	 



 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


 


	 	Very truly yours,
	 	 	 
	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit MM-2


     


    

 





EXHIBIT NN


 


FORM OF ASSET REVIEW
REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test] [evidence of [•] failed Test[s] as specifically
detailed on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test pass
or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence
of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 



     Exhibit NN-1


     


    

 


	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:



 






     Exhibit NN-2


     


    

 





Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Loan #	Loan Name	Mortgage Loan Seller	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 



 






     Exhibit NN-3


     


    

 




EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through Certificates, Series
2016-BNK2



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report
Summary.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified by the
Special Servicer and our conclusion is that there is [no evidence of a failed Test][evidence of [__] failed Test[s] as identified
on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 


 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.


 



    Exhibit OO-1


    	 



    

 





	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:


 






    Exhibit OO-2


    	 



    

 



Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Mortgage 

Loan Seller	Representations 

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity
	 	 	 	 	 	 	 


 


    Exhibit OO-3


    	 



    

 


EXHIBIT PP


 


ASSET REVIEW PROCEDURES


 


Call for Review and Collection and Inventory
of Review Materials


 





	Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:
	 	 	 
		■	CREFC® Delinquent Mortgage Loan Status Report



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	Asset Review Notice



 


		■	List of all Subject Loans



 


		■	Review Materials for each Subject Loan via Secure Data Room access, including



 


		●	Diligence File



 


		●	Any servicing comments



 


		●	Other related information from the related Special Servicer



 


		■	Any Unsolicited Information (if applicable)





Step 2  For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the
Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents provided
in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage Loan
Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 




    Exhibit PP-1 


     


    

 


	Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Subject Loan is missing any documents required to complete an Asset Review of
such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer or the Special Servicer,
as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing
documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents
from the related Mortgage Loan Seller.




 


Analysis
and Testing of Representations and Warranties


 





	Step 4	For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of
such Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage
Loan Seller with respect to such Subject Loan as follows:







 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller; and



 


		o	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;



 


		o	completing the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
herein with respect to each representation and warranty.



 






    Exhibit PP-2 


     


    

 


●      ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty that
it discovers evidence of during its review as contemplated herein.


 


●      ARR
may contact the Special Servicer and the Master Servicer to discuss the performance and servicing history and related record for
all Subject Loans, including any analysis the Special Servicer may have conducted with respect to the representations and warranties
made by the applicable Mortgage Loan Seller with respect to a Subject Loan.


 




    Exhibit PP-3 


     


    

 


EXHIBIT QQ


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - MSC 2016-BNK2 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2016 (the “Pooling and Servicing Agreement”), by and among Morgan Stanley Capital I Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of [the Asset Representations
Reviewer][[_____], an entity designated by the Depositor to receive access to the secure Data Room].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 




    Exhibit QQ-1 


     


    
 

		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


		
	 	[NAME OF PARTY],

as [role]

                                                                                

	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 
	Dated:  	 	 	 	 





 





	
	[Morgan Stanley Capital I
Inc.,

as Depositor]*



                                                                                

	 	 
	By:	 	 
	 	[Name]

                                         [Title]




 


 



 


*
     Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access
to the Secure Data Room.


 




    Exhibit QQ-2 


     


    

 


EXHIBIT RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF 

DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2016-BNK2 Asset Manager	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2016-BNK2-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 
	
        C-III Asset Management LLC 

        5221 North O’Connor Blvd.,
        Suite 600

        

        Irving, Texas 75039

        

        Attention: Jenna Vick Unell, General Counsel 

(MSC 2016-BNK2)

        
	 
	 	 


		Attention:	Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, C-III Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the Certificate
Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit RR-1 


     


    

 


		
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2016-BNK2, Commercial Mortgage Pass-Through
Certificates, Series 2016-BNK2

                                                                                

	 	 	 
		By:	 
	 	 	[Name]

                                         [Title]
	 	 	 	 	 





 
 




    Exhibit RR-2 


     


    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	101 Hudson Street
	 	2.	Harlem USA
	 	3.	The Orchard
	 	4.	Huntington Center
	 	5.	One Penn Center
	 	6.

                   
	Briarwood Mall
	 	7.	International Square
	 	8.	Fremaux Town Center
	 	9.	American Greetings HQ
	 	10.	Conrad Indianapolis






 




    Schedule 1-1 


     


    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


	Distribution
                                         Date

        
	 	Class
                                         A-SB Planned 

                                         Principal Balance ($)

        

	December
    2016	 	 50,600,000.00
    
	January
    2017	 	 50,600,000.00
    
	February
    2017	 	 50,600,000.00
    
	March
    2017	 	 50,600,000.00
    
	April
    2017	 	 50,600,000.00
    
	May
    2017	 	 50,600,000.00
    
	June
    2017	 	 50,600,000.00
    
	July
    2017	 	 50,600,000.00
    
	August
    2017	 	 50,600,000.00
    
	September
    2017	 	 50,600,000.00
    
	October
    2017	 	 50,600,000.00
    
	November
    2017	 	 50,600,000.00
    
	December
    2017	 	 50,600,000.00
    
	January
    2018	 	 50,600,000.00
    
	February
    2018	 	 50,600,000.00
    
	March
    2018	 	 50,600,000.00
    
	April
    2018	 	 50,600,000.00
    
	May
    2018	 	 50,600,000.00
    
	June
    2018	 	 50,600,000.00
    
	July
    2018	 	 50,600,000.00
    
	August
    2018	 	 50,600,000.00
    
	September
    2018	 	 50,600,000.00
    
	October
    2018	 	 50,600,000.00
    
	November
    2018	 	 50,600,000.00
    
	December
    2018	 	 50,600,000.00
    
	January
    2019	 	 50,600,000.00
    
	February
    2019	 	 50,600,000.00
    
	March
    2019	 	 50,600,000.00
    
	April
    2019	 	 50,600,000.00
    
	May
    2019	 	 50,600,000.00
    
	June
    2019	 	 50,600,000.00
    
	July
    2019	 	 50,600,000.00
    
	August
    2019	 	 50,600,000.00
    
	September
    2019	 	 50,600,000.00
    
	October
    2019	 	 50,600,000.00
    
	November
    2019	 	 50,600,000.00
    
	December
    2019	 	 50,600,000.00
    
	January
    2020	 	 50,600,000.00
    
	February
    2020	 	 50,600,000.00
    
	March
    2020	 	 50,600,000.00
    
	April
    2020	 	 50,600,000.00
    
	May
    2020	 	 50,600,000.00
    
	June
    2020	 	 50,600,000.00
    
	July
    2020	 	 50,600,000.00
    
	August
    2020	 	 50,600,000.00
    
	September
    2020	 	 50,600,000.00
    
	October
    2020	 	 50,600,000.00
    
	November
    2020	 	 50,600,000.00
    
	December
    2020	 	 50,600,000.00
    
	January
    2021	 	 50,600,000.00
    
	February
    2021	 	 50,600,000.00
    
	March
    2021	 	 50,600,000.00
    
	April
    2021	 	 50,600,000.00
    
	May
    2021	 	 50,600,000.00
    
	June
    2021	 	 50,600,000.00
    
	July
    2021	 	 50,600,000.00
    
	August
    2021	 	 50,600,000.00
    
	September
    2021	 	 50,600,000.00
    









	Distribution
                                         Date

        
	 	Class
                                         A-SB Planned 

                                         Principal Balance ($)

        

	October
    2021	 	 50,509,973.09
    
	November
    2021	 	 49,802,544.78
    
	December
    2021	 	 49,041,038.78
    
	January
    2022	 	 48,323,879.38
    
	February
    2022	 	 47,604,131.96
    
	March
    2022	 	 46,741,264.90
    
	April
    2022	 	 46,015,799.66
    
	May
    2022	 	 45,241,060.55
    
	June
    2022	 	 44,510,178.80
    
	July
    2022	 	 43,730,178.85
    
	August
    2022	 	 42,993,841.76
    
	September
    2022	 	 42,254,846.86
    
	October
    2022	 	 41,466,966.92
    
	November
    2022	 	 40,722,458.50
    
	December
    2022	 	 39,929,223.47
    
	January
    2023	 	 39,179,161.97
    
	February
    2023	 	 38,426,392.75
    
	March
    2023	 	 37,533,591.01
    
	April
    2023	 	 36,774,874.90
    
	May
    2023	 	 35,967,840.45
    
	June
    2023	 	 29,728,193.06
    
	July
    2023	 	 28,932,520.80
    
	August
    2023	 	 28,178,759.17
    
	September
    2023	 	 27,422,273.10
    
	October
    2023	 	 26,618,533.16
    
	November
    2023	 	 25,856,405.55
    
	December
    2023	 	 25,047,186.16
    
	January
    2024	 	 24,279,376.48
    
	February
    2024	 	 23,508,791.17
    
	March
    2024	 	 22,647,294.07
    
	April
    2024	 	 21,870,804.76
    
	May
    2024	 	 21,047,636.32
    
	June
    2024	 	 20,265,361.78
    
	July
    2024	 	 19,436,574.32
    
	August
    2024	 	 18,648,472.98
    
	September
    2024	 	 17,857,522.07
    
	October
    2024	 	 17,020,307.51
    
	November
    2024	 	 16,223,467.47
    
	December
    2024	 	 15,380,532.99
    
	January
    2025	 	 14,577,761.51
    
	February
    2025	 	 13,772,086.98
    
	March
    2025	 	 12,834,717.84
    
	April
    2025	 	 12,022,734.30
    
	May
    2025	 	 11,165,091.40
    
	June
    2025	 	 10,347,067.60
    
	July
    2025	 	 9,483,557.95
    
	August
    2025	 	 8,659,450.46
    
	September
    2025	 	 7,832,362.13
    
	October
    2025	 	 6,960,048.40
    
	November
    2025	 	 6,126,811.26
    
	December
    2025	 	 5,248,525.36
    
	January
    2026	 	 4,409,095.21
    
	February
    2026	 	 3,566,628.35
    
	March
    2026	 	 2,595,906.27
    
	April
    2026	 	 1,746,874.65
    
	May
    2026	 	 853,248.04
    
	June
    2026 and thereafter	 	0.00

         







 



    Schedule 2-1 


     


    

 


Schedule
3


 


Mortgage
Loans With Escrows or Reserves exceeding 10% of the 

initial principal balance


 


	Mortgage Loan	Reserve description	Reserve amount
	The Orchard	Environmental Reserve	$420,000
	American Greetings HQ	Capital Expenditures/Completion Reserve	$13,041,716
    (plus a $2,612,000 letter of credit)
	Holiday Inn Express Savannah - Historic District	PIP Reserve	$2,500,000



























 






    Schedule 3-1