Exhibit 4.2


 


 


EXECUTION VERSION








	 




 





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


 





 



 




POOLING AND SERVICING AGREEMENT


 


Dated as of November 1, 2016


 





 



 




Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C31,

Commercial Mortgage Pass-Through Certificates

Series 2016-C31




 





	 






 






     


     

    

 





TABLE OF CONTENTS


 


Page





	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Certain Calculations	 	127
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	128
	Section 2.02	 	Acceptance by Trustee	 	134
	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	 	140
	Section 2.04	 	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	155
	Section 2.05	 	[RESERVED]	 	155
	 	 	 	 	 
	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	 	156
	Section 3.02	 	Collection of Mortgage Loan Payments	 	164
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	170
	Section 3.04	 	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account	 	174
	Section 3.05	 	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	181
	Section 3.06	 	Investment of Funds in the Collection Account and the REO Account	 	191
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	193
	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	199
	Section 3.09	 	Realization Upon Defaulted Loans and Companion Loans	 	204


 






     -i-


     

    

 

	Section 3.10	 	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	208
	Section 3.11	 	Servicing Compensation	 	209
	Section 3.12	 	Inspections; Collection of Financial Statements	 	217
	Section 3.13	 	Access to Certain Information	 	222
	Section 3.14	 	Title to REO Property; REO Account	 	235
	Section 3.15	 	Management of REO Property	 	237
	Section 3.16	 	Sale of Defaulted Loans and REO Properties	 	239
	Section 3.17	 	Additional Obligations of Master Servicer and Special Servicer	 	246
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	249
	Section 3.19	 	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	260
	Section 3.20	 	Sub-Servicing Agreements	 	267
	Section 3.21	 	Interest Reserve Account	 	270
	Section 3.22	 	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	271
	Section 3.23	 	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	271
	Section 3.24	 	Intercreditor Agreements	 	275
	Section 3.25	 	Rating Agency Confirmation	 	278
	Section 3.26	 	The Operating Advisor	 	280
	Section 3.27	 	Companion Paying Agent	 	288
	Section 3.28	 	Companion Register	 	289
	Section 3.29	 	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	289
	Section 3.30	 	[RESERVED]	 	291
	Section 3.31	 	[RESERVED]	 	291
	Section 3.32	 	Litigation Control	 	291
	Section 3.33	 	Delivery of Excluded Information to the Certificate Administrator	 	294
	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01	 	Distributions	 	295
	Section 4.02	 	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	306
	Section 4.03	 	P&I Advances	 	312
	Section 4.04	 	Allocation of Realized Losses	 	315
	Section 4.05	 	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	316
	Section 4.06	 	[RESERVED]	 	320
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	320
	Section 4.08	 	Secure Data Room	 	324


 






     -ii-


     

    



	 	 	 	 	 
	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	325
	Section 5.02	 	Form and Registration	 	326
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	328
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	335
	Section 5.05	 	Persons Deemed Owners	 	336
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	336
	Section 5.07	 	Maintenance of Office or Agency	 	338
	Section 5.08	 	Appointment of Certificate Administrator	 	338
	Section 5.09	 	[RESERVED]	 	338
	Section 5.10	 	Voting Procedures	 	338
	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 	 	 
	Section 6.01	 	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	340
	Section 6.02	 	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	 	346
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	346
	Section 6.04	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	348
	Section 6.05	 	Depositor, Master Servicer and Special Servicer Not to Resign	 	353
	Section 6.06	 	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	354
	Section 6.07	 	The Master Servicer and the Special Servicer as Certificate Owner	 	355
	Section 6.08	 	The Directing Certificateholder	 	355
	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	 	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	361


 






     -iii-


     

    

 


	 	 	 	 	 
	 	 	 	 	 
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	369
	Section 7.03	 	Notification to Certificateholders	 	372
	Section 7.04	 	Waiver of Servicer Termination Events	 	372
	Section 7.05	 	Trustee as Maker of Advances	 	372
	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	373
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	375
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	377
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	378
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	378
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	379
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	380
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	383
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	383
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	384
	Section 8.11	 	Appointment of Custodians	 	385
	Section 8.12	 	Representations and Warranties of the Trustee	 	385
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	386
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	387
	Section 8.15	 	Compliance with the PATRIOT Act	 	388
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	388
	Section 9.02	 	Additional Termination Requirements	 	392
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	393
	Section 10.02	 	Use of Agents	 	396
	Section 10.03	 	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	397
	Section 10.04	 	Appointment of REMIC Administrators	 	397


 






     -iv-


     

    



	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	398
	Section 11.02	 	Succession; Subcontractors	 	399
	Section 11.03	 	Filing Obligations	 	401
	Section 11.04	 	Form 10-D Filings	 	402
	Section 11.05	 	Form 10-K Filings	 	405
	Section 11.06	 	Sarbanes-Oxley Certification	 	408
	Section 11.07	 	Form 8-K Filings	 	410
	Section 11.08	 	Form 15 Filing	 	412
	Section 11.09	 	Annual Compliance Statements	 	412
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	414
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	416
	Section 11.12	 	Indemnification	 	417
	Section 11.13	 	Amendments	 	420
	Section 11.14	 	Regulation AB Notices	 	420
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	420
	Section 11.16	 	[RESERVED]	 	426
	Section 11.17	 	Impact of Cure Period	 	426
	 	 	 	 	 
	ARTICLE XII
	 	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 	 	 
	Section 12.01	 	Asset Review	 	426
	Section 12.02	 	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	432
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	433
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	434
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	434
	 	 	 	 	 
	ARTICLE XIII
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 13.01	 	Amendment	 	437
	Section 13.02	 	Recordation of Agreement; Counterparts	 	441
	Section 13.03	 	Limitation on Rights of Certificateholders	 	441
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	442
	Section 13.05	 	Notices	 	443
	Section 13.06	 	Severability of Provisions	 	450
	Section 13.07	 	Grant of a Security Interest	 	450


 






     -v-


     

    

 

	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	450
	Section 13.09	 	Article and Section Headings	 	451
	Section 13.10	 	Notices to the Rating Agencies	 	451




 








	EXHIBITS	 	 
	 	 	 
	EXHIBIT A-1	 	Form of Certificate (other than Class R Certificates)
	EXHIBIT A-2	 	[RESERVED]
	EXHIBIT A-3	 	Form of Class R Certificate
	EXHIBIT B	 	Mortgage Loan Schedule
	EXHIBIT C	 	Form of Investment Representation Letter
	EXHIBIT D-1	 	Form of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	 	Form of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT E	 	Form of Request for Release
	EXHIBIT F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	EXHIBIT F-2	 	Form of ERISA Representation Letter regarding Class R Certificates
	EXHIBIT G	 	Form of Distribution Date Statement
	EXHIBIT H	 	Form of Omnibus Assignment
	EXHIBIT I	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during
    Restricted Period
	EXHIBIT J	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted
    Period
	EXHIBIT K	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during
    Restricted Period
	EXHIBIT L	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate
    after Restricted Period
	EXHIBIT M	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a
    Controlling Class Certificateholder)
	EXHIBIT P-1B	 	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class
    Certificateholder)
	EXHIBIT P-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a
    Controlling Class Certificateholder)
	EXHIBIT P-1D	 	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class
    Certificateholder)
	EXHIBIT P-1E	 	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	EXHIBIT P-1G	 	Form of Certification of Directing Certificateholder
	EXHIBIT P-2	 	Form of Certification for NRSROs
	EXHIBIT P-3	 	Online Market Data Provider Certification
	EXHIBIT Q-1	 	Initial Custodian Certification/Exception Report
	EXHIBIT Q-2	 	Final Custodian Certification/Exception Report
	EXHIBIT R-1	 	Form of Power of Attorney by Trustee for Master Servicer


 






     -vi-


     

    

 

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







 



     -vii-


     

    

 





This Pooling and Servicing
Agreement is dated and effective 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.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


LOWER-TIER REMIC


 


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


 






     


     

    

 


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


 


	
        Class
Designation
	 	
        Pass-Through
Rate
	 	Original Lower-Tier
 Principal Amount



	Class LA1	 	(1)	 	$	50,100,000	 
	Class LA2	 	(1)	 	$	27,600,000	 
	Class LASB	 	(1)	 	$	69,700,000	 
	Class LA3	 	(1)	 	$	17,811,000	 
	Class LA4	 	(1)	 	$	210,000,000	 
	Class LA5	 	(1)	 	$	292,019,000	 
	Class LAS	 	(1)	 	$	65,531,000	 
	Class LB	 	(1)	 	$	45,227,000	 
	Class LC	 	(1)	 	$	44,085,000	 
	Class LD	 	(1)	 	$	52,425,000	 
	Class LE	 	(1)	 	$	25,021,000	 
	Class LF	 	(1)	 	$	10,723,000	 
	Class LG	 	(1)	 	$	42,894,169	 
	Class LR	 	N/A(2)	 	 	N/A(2)     	 


 





 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class A-S, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class B, Class
C, Class D, Class E, Class F and Class G Certificates, each of which is a “regular interest” in
the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC will also 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 CERTIFICATES


 


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


 






    -2-


     


    

 


	
        Corresponding
Certificates
	 	
        Approximate


Initial Pass-

Through 

Rate
	 	Original
 Certificate
 Balance or
 Notional Amount



	Class A-1 Certificates	 	1.5110%	 	$	50,100,000	 
	Class A-2 Certificates	 	2.5050%	 	$	27,600,000	 
	Class A-SB Certificates	 	2.9520%	 	$	69,700,000	 
	Class A-3 Certificates	 	2.7310%	 	$	17,811,000	 
	Class A-4 Certificates	 	2.8400%	 	$	210,000,000	 
	Class A-5 Certificates	 	3.1020%	 	$	292,019,000	 
	Class X-A Certificates	 	1.4720%	 	$	667,230,000	(1)
	Class X-B Certificates	 	0.6506%	 	$	110,808,000	(1)
	Class A-S Certificates	 	3.5270%	 	$	65,531,000	 
	Class B Certificates	 	3.8800%	 	$	45,277,000	 
	Class C Certificates	 	4.3218%	 	$	44,085,000	 
	Class X-D Certificates	 	1.3218%	 	$	52,425,000	(1)
	Class X-E Certificates	 	1.4718%	 	$	25,021,000	(1)
	Class X-F Certificates	 	1.4718%	 	$	10,723,000	(1)
	Class X-G Certificates	 	1.4718%	 	$	42,894,169	(1)
	Class D Certificates	 	3.0000%	 	$	52,425,000	 
	Class E Certificates	 	2.8500%	 	$	25,021,000	 
	Class F Certificates	 	2.8500%	 	$	10,723,000	 
	Class G Certificates	 	2.8500%	 	$	42,894,169	 
	Class R Certificates	 	N/A(2)	 		N/A          	 



 





 






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



 


		(2)	The Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest
or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier
REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates,
will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $953,186,169.


 


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


 






    -3-


     


    

 


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


 


The Simon Premium Outlets
Whole Loan consists of the Simon Premium Outlets Mortgage Loan and the Simon Premium Outlets Non-Serviced Pari Passu Companion
Loans. The Simon Premium Outlets Mortgage Loan and the Simon Premium Outlets Non-Serviced Pari Passu Companion Loans are pari
passu with each other. The Simon Premium Outlets Mortgage Loan is part of the Trust Fund. The Simon Premium Outlets Non-Serviced
Pari Passu Companion Loans are not part of the Trust Fund. The Simon Premium Outlets Mortgage Loan and the Simon Premium Outlets
Non-Serviced Pari Passu Companion Loans will be serviced and administered in accordance with the WFCM 2016-BNK1 PSA and the Simon
Premium Outlets Intercreditor Agreement.


 


The Harlem USA Whole
Loan consists of the Harlem USA Mortgage Loan and the Harlem USA Controlling Pari Passu Companion Loan. The Harlem USA Mortgage
Loan and the Harlem USA Controlling Pari Passu Companion Loan are pari passu with each other. The Harlem USA Mortgage Loan
is part of the Trust Fund, and the Harlem USA Controlling Pari Passu Companion Loan is not part of the Trust Fund. The Harlem USA
Mortgage Loan and the Harlem USA Controlling Pari Passu Companion Loan will initially be serviced and administered in accordance
with this Agreement and the Harlem USA Intercreditor Agreement. From and after the related Controlling Companion Loan Securitization
Date, the Harlem USA Whole Loan will be serviced pursuant to the Harlem USA PSA and the Harlem USA Intercreditor Agreement.


 


The One Stamford Forum
Whole Loan consists of the One Stamford Forum Mortgage Loan and the One Stamford Forum Non-Serviced Pari Passu Companion Loan.
The One Stamford Forum Mortgage Loan and the One Stamford Forum Non-Serviced Pari Passu Companion Loan are pari passu with
each other. The One Stamford Forum Mortgage Loan is part of the Trust Fund. The One Stamford Forum Non-Serviced Pari Passu Companion
Loan is not part of the Trust Fund. The One Stamford Forum Mortgage Loan and the One Stamford Forum Non-Serviced Pari Passu Companion
Loan will be serviced and administered in accordance with the WFCM 2016-BNK1 PSA and the One Stamford Forum Intercreditor Agreement.


 


The International Square
Whole Loan consists of the International Square Mortgage Loan, the International Square Non-Serviced Pari Passu Companion Loans
and the International Square Non-Serviced Subordinate Companion Loan. The International Square Mortgage Loan and the International
Square Non-Serviced Pari Passu Companion Loans are pari passu with each other. The International Square Non-Serviced Subordinate
Companion Loan is generally subordinate to the International Square Mortgage Loan and the International Square Non-Serviced Pari
Passu Companion Loans. The International Square Mortgage Loan is part of


 



    -4-


     


    

 


the Trust Fund, and the International Square Non-Serviced
Pari Passu Companion Loans and the International Square Non-Serviced Subordinate Companion Loan are not part of the Trust Fund.
The International Square Mortgage Loan, the International Square Non-Serviced Pari Passu Companion Loans and the International
Square Non-Serviced Subordinate Companion Loan will be serviced and administered in accordance with the BAMLL 2016-ISQR TSA and
the International Square Intercreditor Agreement.


 


The Coconut Point Whole
Loan consists of the Coconut Point Mortgage Loan and the Coconut Point Non-Serviced Pari Passu Companion Loans. The Coconut Point
Mortgage Loan and the Coconut Point Non-Serviced Pari Passu Companion Loans are pari passu with each other. The Coconut
Point Mortgage Loan is part of the Trust Fund. The Coconut Point Non-Serviced Pari Passu Companion Loans are not part of the Trust
Fund. The Coconut Point Mortgage Loan and the Coconut Point Non-Serviced Pari Passu Companion Loans will initially be serviced
and administered in accordance with the MSBAM 2016-C30 PSA and the Coconut Point Intercreditor Agreement. From and after the Coconut
Point Companion Loan Securitization Date, the Coconut Point Whole Loan will be serviced pursuant to the Coconut Point PSA and the
Coconut Point Intercreditor Agreement.


 


The SSTII Self Storage
Portfolio Whole Loan consists of the SSTII Self Storage Portfolio Mortgage Loan and the SSTII Self Storage Portfolio Non-Serviced
Pari Passu Companion Loan. The SSTII Self Storage Portfolio Mortgage Loan and the SSTII Self Storage Portfolio Non-Serviced Pari
Passu Companion Loan are pari passu with each other. The SSTII Self Storage Portfolio Mortgage Loan is part of the Trust
Fund. The SSTII Self Storage Portfolio Non-Serviced Pari Passu Companion Loan is not part of the Trust Fund. The SSTII Self Storage
Portfolio Mortgage Loan and the SSTII Self Storage Portfolio Non-Serviced Pari Passu Companion Loan will be serviced and administered
in accordance with the MSC 2016-UBS11 PSA and the SSTII Self Storage Portfolio Intercreditor Agreement.


 


The TEK Park Whole Loan
consists of the TEK Park Mortgage Loan and the TEK Park Non-Serviced Pari Passu Companion Loans. The TEK Park Mortgage Loan and
the TEK Park Non-Serviced Pari Passu Companion Loans are pari passu with each other. The TEK Park Mortgage Loan is part
of the Trust Fund. The TEK Park Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund. The TEK Park Mortgage Loan
and the TEK Park Non-Serviced Pari Passu Companion Loans will be serviced and administered in accordance with the SGCMS 2016-C5
PSA and the TEK Park Intercreditor Agreement.


 


The Shops at Crystals
Whole Loan consists of The Shops at Crystals Mortgage Loan, The Shops at Crystals Non-Serviced Pari Passu Companion Loans and The
Shops at Crystals Non-Serviced Subordinate Companion Loans. The Shops at Crystals Mortgage Loan and The Shops at Crystals Non-Serviced
Pari Passu Companion Loan are pari passu with each other. The Shops at Crystals Non-Serviced Subordinate Companion Loans
are generally subordinate to The Shops at Crystals Mortgage Loan and The Shops at Crystals Non-Serviced Pari Passu Companion Loans.
The Shops at Crystals Mortgage Loan is part of the Trust Fund, and The Shops at Crystals Non-Serviced Pari Passu Companion Loans
and The Shops at Crystals Non-Serviced Subordinate Companion Loans are not part of the Trust Fund. The Shops at Crystals Mortgage
Loan, The Shops at Crystals Non-Serviced Pari Passu Companion Loans and


 



    -5-


     


    

 


The Shops at Crystals Non-Serviced Subordinate Companion
Loans will be serviced and administered in accordance with the SHOPS 2016-CSTL TSA and The Shops at Crystals Intercreditor Agreement.


 


The MY Portfolio Whole
Loan consists of the MY Portfolio Mortgage Loan and the MY Portfolio Controlling Pari Passu Companion Loan. The MY Portfolio Mortgage
Loan and the MY Portfolio Controlling Pari Passu Companion Loan are pari passu with each other. The MY Portfolio Mortgage
Loan is part of the Trust Fund, and the MY Portfolio Controlling Pari Passu Companion Loan is not part of the Trust Fund. The MY
Portfolio Mortgage Loan and the MY Portfolio Controlling Pari Passu Companion Loan will initially be serviced and administered
in accordance with this Agreement and the MY Portfolio Intercreditor Agreement. From and after the related Controlling Companion
Loan Securitization Date, the MY Portfolio Whole Loan will be serviced pursuant to the MY Portfolio PSA and the MY Portfolio Intercreditor
Agreement.


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 



    -6-


     


    

 


amount of the new junior note(s) was previously part of either
an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in
effect.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage
Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related
Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically
exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect
to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts
upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master
Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined,
in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless a Control Termination Event has
occurred and is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder
(and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other
than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08
hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related Serviced AB Control Appraisal Period, with the
consent of the related Serviced AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement),
that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time
commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which
such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, that the
Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior
to any Serviced AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more
than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Directing Certificateholder or any applicable Serviced AB Whole Loan Controlling
Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer (at its own expense) and the
Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


 


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


 


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


 


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


 






    -7-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -8-


     


    

 


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


 


“Anticipated
Repayment Date”: With respect to each ARD Loan, the anticipated maturity date set forth in the related Mortgage Note.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any Appraisal
Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence of a Consultation
Termination Event, in consultation with the Directing Certificateholder (except with respect to an Excluded Loan) and, after the
occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the
first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal
(together with information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 of
this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described below, equal
to the excess of (a) the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as applicable, over (b) the
excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (x) by one or
more Appraisals obtained by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the
costs of which shall be paid by the Master Servicer as an Advance) or (y) at the Special Servicer’s option either (i) by
an Appraisal obtained by the Special Servicer (the cost of which shall be paid by the Master Servicer as a Servicing Advance) or
(ii) an internal valuation performed by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage
Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance less than $2,000,000,
minus with respect to any Appraisals such downward adjustments as the Special Servicer may make (without implying any obligation
to do so) based upon its review of the Appraisals and any other information it deems relevant, and (B) all escrows, letters
of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation, over
(ii) the sum of, as of the Due Date occurring in the month of the date of


 



    -9-


     


    

 


determination, of (A) to the extent not previously
advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case
may be, at a per annum rate equal to its Mortgage Rate, (B) all P&I Advances on the related Mortgage Loan and all
Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage
Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or
Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums,
ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or
not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan (which taxes, premiums, ground rents and other
amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special
Servicer has not obtained any required Appraisal or performed such valuation referred to above, as applicable, within sixty (60)
days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and
(vi) of the definition of “Appraisal Reduction Event,” within one hundred twenty (120) days (in the case of
clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi))
after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be
an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable,
until such time as such Appraisal or valuation referred to above is received or performed by the Special Servicer (together with
information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 hereof reasonably
necessary to calculate the Appraisal Reduction Amount) and the Appraisal Reduction Amount is calculated as of the first Determination
Date that is at least ten (10) Business Days thereafter.


 


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


 


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


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


 


“Appraisal Reduction
Event”: With respect to any Serviced Mortgage Loan, Serviced Companion Loan, and Serviced Whole Loan, the earliest of
(i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other
than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such


 



    -10-


     


    

 


Mortgage Loan, Serviced Companion Loan
or Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan
or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion
Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed
for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor declares bankruptcy (and the bankruptcy
petition is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition
of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured
delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan or Companion Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or Companion
Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after
such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced
in clause (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan;
provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the
Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer
and the Operating Advisor (and, to the extent required under the related Intercreditor Agreement, the Other Master Servicer, the
Other Special 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 hereof.


 


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


 


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


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date. As of the Closing Date,
there are no ARD Loans related to the Trust and all references in this Agreement to “ARD Loan” and “ARD Loans”
shall be disregarded.


 






    -11-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -12-


     


    

 


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 (or a portion of any REO Loan corresponding to the predecessor Mortgage
Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period, or (B) after the
second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans 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 (or a portion of any
REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable
Collection Period.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -13-


     


    

 


allocable to any related Companion Loan) at the applicable
Mortgage Rate (net of interest at the Servicing Fee Rate and any related Pari Passu Loan Primary Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


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


 


(a)           the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the
extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement)
(including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this
Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited
by the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any
amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders)
as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


(ii)         all unscheduled Principal Prepayments, unscheduled payments of interest, Liquidation Proceeds, Insurance and Condemnation
Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect
to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent
to the related Due Date) allocable to the Mortgage Loans (other than any of the foregoing amounts that constitute Balloon Payments
received on or prior to the related Remittance Date that constitute “Available Funds” in accordance with the penultimate
paragraph of Section 3.05(a));


 


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


 


(iv)        with respect to the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring
in (1) each February or (2) any January in a year that is not a leap year (in each case, unless


 



    -14-


     


    

 


the related Distribution
Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to
the extent such amounts are Withheld Amounts;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    -15-


     


    

 


“BAMLL 2016-ISQR
TSA”: The 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 USA Realty Advisors, LLC, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee.


 


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


 


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


 


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


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has
accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate
of such mezzanine lender and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings
against the equity collateral pledged to secure the related mezzanine loan, (a) any other Person controlling or controlled by or
under common control with such borrower, Mortgagor, manager or mezzanine lender, as applicable, or (b) any other Person owning,
directly or indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor, manager or mezzanine lender, as applicable.
For purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 



    -16-


     


    

 



“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Exhibit
2 to the related Mortgage Loan Purchase Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in New York or any of the jurisdictions in which
any of the respective primary servicing or corporate offices of either the Master Servicer or Special Servicer, the Corporate Trust
Office of either the Certificate Administrator or the Trustee or the primary corporate office of any financial institution holding
the Collection Account or other trust administration accounts are located, or the New York Stock Exchange or the Federal Reserve
System of the United States of America, are authorized or obligated by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C31, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 


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


 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall accrue at a rate equal to 0.0063% per
annum on the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date.


 


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


 


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


 



    -17-


     


    




 


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


 


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


 


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


 


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


 



    -18-


     


    

 


Trustee and the Certificate Administrator shall each
be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, that the parties
hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name
a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for
the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account, other
than with respect to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


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


 


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


 



    -19-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LA1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original


 



    -20-


     


    

 


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


 


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


 


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


 


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


 


“Class LA5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


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


 


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


 


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


 


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


 


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


 



    -21-


     


    

 


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


 


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


 


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


 


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


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-3
hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class X
Pass-Through Rate”: With respect to each Class of Class X Certificates, for any Distribution Date, the excess, if
any of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the Underlying Classes of Principal Balance Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to such Distribution Date (or, with respect to any Class of Class X Certificates with one
Underlying Class of Principal Balance Certificates, the Pass-Through Rate of such Underlying Class for such Distribution Date).


 


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


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class
A-2, Class A-SB, Class A-3, Class A-4 and the Class A-5 Certificates.


 


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


 






    -22-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing Date”:
November 14, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 



    -23-


     


    

 





 


“Coconut Point
Controlling Pari Passu Companion Loan”: The Coconut Point Pari Passu Companion Loan evidenced by the related promissory
note A-1.


 


“Coconut Point
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 7, 2016, by and between
the holders of the Coconut Point Non-Serviced Pari Passu Companion Loans and the holder of the Coconut Point Mortgage Loan, relating
to the relative rights of such holders of the Coconut Point Whole Loan, as the same may be amended in accordance with the terms
thereof.


 


“Coconut Point
Mortgage Loan”: With respect to the Coconut Point 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 the related promissory note A-3 and is pari
passu in right of payment with the Coconut Point Non-Serviced Pari Passu Companion Loans to the extent set forth in the Coconut
Point Intercreditor Agreement.


 


“Coconut Point
Mortgaged Property”: The Mortgaged Property that secures the Coconut Point Whole Loan.


 


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


 


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


 


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


 


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


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included
therein, as well as any equity interests or other obligations senior to such junior notes), over (ii) the sum of (in the case of
a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related
Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised
Value and to the


 



    -24-


     


    

 


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 the subject of a workout
and became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property
or Mortgaged Properties (provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will
be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows
or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such
AB Modified Loan as of the date of such determination. The Master Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency
Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “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 Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Serviced Companion Loan is subordinate or pari passu, as applicable, to the
related Serviced Pari Passu Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described
in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset
of the Trust, any Trust REMIC or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account or subaccount of the Collection Account created
and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which
shall be entitled “Wells Fargo Bank, National Association [or name of successor master servicer], as Companion Paying Agent,
for the benefit of the Companion Holders of the Companion Loans, relating to the Morgan Stanley Bank of America Merrill Lynch Trust
2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, Companion Distribution Account”. The Companion
Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the
Companion Paying


 



    -25-


     


    

 


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”:
Any Serviced Companion Loan or Non-Serviced Companion Loan.


 


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


 


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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
(and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment
and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for
such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment.
In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan or related Serviced Pari Passu Companion Loan
as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)
from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage
Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced
Loan, (X) pursuant to applicable law or a court order or otherwise in such


 



    -26-


     


    

 


circumstances where the Master Servicer is required
to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the
Special Servicer or, so long as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage
Loans other than Excluded Loans, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and
Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the
Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls
with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan, otherwise described in clause (i) above in
connection with such Prohibited Prepayments.


 


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


 


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


 


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


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the
Class F Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing,
to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor
controlling class certificateholder pursuant to Section 3.23(l), provided, that a Control Termination Event shall
be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.


 



    -27-


     


    




 


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


 


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


 


“Controlling
Companion Loan Securitization Date”: The date on which a Servicing Shift Control Note is included in a securitization
trust.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee MSBAM 2016-C31; and (iii) with respect to the Certificate Administrator at 9062 Old Annapolis
Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services, MSBAM 2016-C31 (with a copy by facsimile to (410) 715-2380).


 


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


 



    -28-


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -29-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan
File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan 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


 



    -30-


     


    

 


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


 


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


 


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


 


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


 


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


 






    -31-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -32-


     


    

 





 


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


 


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


 


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


 


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


 


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


 


“Cross-Over
Date”: The first Distribution Date as of which the Certificate Balances of the Subordinate Certificates (calculated without
giving effect to the Principal Distribution Amount on such Distribution Date) have all previously been reduced to zero as a result
of the allocation of Realized Losses to such Certificates.


 


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


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted
with one or more other mortgage loans within such Crossed Mortgage Loan Group.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed


 



    -33-


     


    

 


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


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, 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. The Master Servicer, the Special Servicer and the Certificate Administrator shall
be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction
Amount with respect to a Non-Serviced Mortgage Loan.


 


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


 


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


 


“Custodian”:
The Certificate Administrator or any other Person who is at any time appointed by the Certificate Administrator pursuant to Section
8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers
or an Affiliate of any of them. The Certificate Administrator shall be the initial


 



    -34-


     


    

 


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 Serviced Mortgage Loan or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days in respect of its Periodic
Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment, such period
will be 120 days if the related Mortgagor has provided the Master Servicer (who shall promptly deliver a copy to the Special Servicer)
or the Special Servicer with written evidence from an institutional lender of such lender’s binding commitment to refinance
such mortgage loan (which commitment must be reasonably acceptable 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).


 



    -35-


     


    

  


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


 


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


 


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


 


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


 


“Depositor”:
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 



    -36-


     


    

 


“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, collectively the following documents in electronic format:


 


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


 


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


 


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


 


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


 


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


 


(v)          the
policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such
policy has not been 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;


 



    -37-


     


    

 





 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)        all
related environmental reports; and


 


(xiv)        all
related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 



    -38-


     


    

 


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


 


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


 


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


 


(k)          a copy of all zoning reports;


 


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


 


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


 


(n)          a copy of all UCC searches;


 


(o)          a copy of all litigation searches;


 


(p)          a copy of all bankruptcy searches;


 


(q)          a copy of any origination settlement statement;


 


(r)           a copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified
above were not included in connection with the origination of such Mortgage Loan, the Diligence File shall include a statement
to that effect. No information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or
privileged or internal communications or credit underwriting analysis shall constitute part of the Diligence File. It is generally
not required to


 



    -39-


     


    

 


include any of the same items identified above again if such items have already been included under another clause
of the definition of Diligence File, and the Diligence File shall include a statement to that effect. The Mortgage Loan Seller
may, without any obligation to do so, include such other documents as part of the Diligence File that such Mortgage Loan Seller
believes should be included to enable the Asset Representations Reviewer to perform the Asset Review on such Mortgage Loan; provided
that such documents are clearly labeled and identified.


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be RREF III Debt AIV, LP, a Delaware limited partnership. Thereafter, the Directing
Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the
Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from time to time; provided,
that (i) absent that selection, (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of
a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the
continuance of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights to the extent
specifically provided for herein. After the occurrence and during the continuation of a Consultation Termination Event, there will
be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial Directing
Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and
contact information provided by the Depositor. In the event a Controlling Class Certificateholder has elected to irrevocably waive
its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder,
the Controlling Class Certificateholder holding the next largest aggregate Certificate Balance (or a representative thereof) will
be the Directing Certificateholder. In the event each Controlling Class Certificateholder has elected to irrevocably waive its
right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, there
will be no Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) hereof and a new Directing
Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto
shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written
notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class
(as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder. Notwithstanding
anything to the contrary herein, neither the Depositor nor any Affiliate thereof may serve as Directing Certificateholder, and
solely for purposes of determining the identity of or selecting the Directing Certificateholder, any Control Eligible Certificates
held by the Depositor or any Affiliate thereof will be deemed not to be outstanding.


 



    -40-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a
Non-U.S. Tax Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and 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.


 



    -41-


     


    

 


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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in 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


 



    -42-


     


    

 


Loan or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due,
and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the
related Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations or
deposit accounts of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations or deposit accounts of which have a short-term rating of not
less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days,
and (B) the long-term unsecured debt obligations or deposit accounts of which are rated at least “A” by Fitch,
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposit accounts
of which have a short-term rating of not less than “F1” from Fitch, if the deposits are to be held in such account
for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long
as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2” from Moody’s
and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) and at least a rating
equivalent to any of the foregoing from KBRA (if then rated by KBRA) if the deposits are to be held in the account for more than
30 days or Wells Fargo Bank, National Association’s commercial paper, short-term deposit or short-term unsecured debt rating
shall be at least “P-1” from Moody’s, “F2” from Fitch and at least a rating equivalent to any of
the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for 30 days or less; (iii) an account
or accounts maintained with KeyBank National Association so long as KeyBank National Association’s (a) long-term unsecured
debt or deposit accounts are rated at least “A2” by Moody’s, “A-” by Fitch and at least the equivalent
by KBRA (if then rated by KBRA) if the deposits are to be held in the account for more than thirty (30) days or (b) short-term
deposit accounts or short-term unsecured debt is rated at least “P-1” by Moody’s, “F1” by Fitch and
at least the equivalent by KBRA (if then rated by KBRA) if the deposits are to be held in the account for thirty (30) days or less;
(iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the
applicable clause, would be listed in clauses (i) – (iii) above, with respect to which a Rating Agency
Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not
satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the
Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) –
(iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any securities related to a Companion Loan, if any


 



    -43-


     


    

 


(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
substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced
by a certificate of deposit, passbook or other similar instrument.


 


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


 



    -44-


     


    

 


Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, a master
servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates; (d) that
has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in
respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer
to become the Special Servicer; and (e) that (i) has been regularly engaged in the business of analyzing and advising clients in
commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections
and (ii) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and
management of distressed commercial real estate assets.


 


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


 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the rating requirements of Prohibited
Transaction Exemption 93-31 or Prohibited Transaction Exemption 90-24 (as such exemptions 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 X-E, Class X-F, Class X-G,
Class E, Class F and Class G Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 



    -45-


     


    

 


an asset of the Grantor Trust. There are no ARD Loans
included in the Trust Fund and, accordingly, no Excess Interest is payable to the Trust and all references in this Agreement to
“Excess Interest” shall be disregarded.


 


“Excess Interest
Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest Grantor Trust Assets. There are no Excess Interest Grantor Trust Assets in the
Trust Fund, and, accordingly, no Excess Interest Certificates shall be designated or issued, and all references in this Agreement
to “Excess Interest Certificates” shall be disregarded.


 


“Excess Interest
Distribution Account”: If there are any ARD Loans included in the Trust Fund, 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 Bank
of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, 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 Excess Interest Certificates. The Excess Interest Distribution
Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust. There are no ARD Loans
included in the Trust Fund and, accordingly, no Excess Interest Distribution Account will be established with respect to the Trust
and all references in this Agreement to “Excess Interest Distribution Account” shall be disregarded.


 


“Excess Interest
Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest Distribution
Account and the proceeds thereof. There is no Excess Interest in the Trust Fund and no Excess Interest Distribution Account shall
be established. Accordingly, all references in this Agreement to “Excess Interest Grantor Trust Assets” shall be disregarded.


 


“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 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


 



    -46-


     


    

 


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


 


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


 


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


 


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


 


“Excess Servicing
Fee Rate”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect
thereto), a rate per annum equal to the Servicing Fee Rate minus the sum of (i) the Initial Sub-Servicing Fee Rate and (ii)
solely with respect to each Serviced Mortgage Loan, the Retained Fee Rate; provided, that the Excess Servicing Fee Rate
shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.05 of this
Agreement (if no successor is appointed in accordance with such Section) or any termination of the Master Servicer pursuant to
Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee
to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section
6.05 of this Agreement as set forth in Section 3.11(a) of this Agreement.


 


“Excess Servicing
Fee Right”: With respect to each Serviced Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with
respect thereto), the right to


 



    -47-


     


    

 


receive the related Excess Servicing Fee. In the absence of any transfer of any Excess Servicing
Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall
provide notice in the form of Exhibit P-1D hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the
Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05 of
this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink 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, as applicable, is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan
or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As of the
Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


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


 



    -48-


     


    

 


Operating Advisor shall deliver any
Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in
accordance with Section 3.33 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate
any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website
shall be triggered solely by such information being delivered in the manner provided in Section 3.26 hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class
Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded Special
Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party
with respect to such Excluded Special Servicer Loan 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, in each case other than information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information with respect to the other Mortgage Loans at a pool level. For the avoidance of doubt, any file
or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer
Information”.


 


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


 


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


 


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


 


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


 



    -49-


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -50-


     


    

  


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


 


“Gain-on-Sale
Proceeds”: With respect to any Serviced Mortgage Loan, the excess of (i) Liquidation Proceeds net of any related
Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan pursuant to the related
Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on the date on which Liquidation
Proceeds were received and the amount that would have been received if a payment in full of principal and all other outstanding
amounts had been paid with respect to such Mortgage Loan.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, 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. There are no Excess Interest Grantor Trust
Assets in the Trust Fund, and, accordingly, no portion of the Trust fund shall be treated as a “grantor trust” under
the Grantor Trust Provisions, and all references in this Agreement to “Grantor Trust” shall be disregarded.


 


“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
Controlling Pari Passu Companion Loan”: With respect to the Harlem USA Whole Loan, as of the Closing Date, the pari
passu companion loan evidenced by the related promissory note A-1.


 


“Harlem USA
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 28, 2016, by and between
the holder of the Harlem USA Controlling Pari Passu Companion Loan and the holder of the Harlem USA Mortgage Loan, relating to
the relative rights of such holders of the Harlem USA Whole Loan, as the same may be amended in accordance with the terms thereof.


 



    -51-


     


    

 


“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. 7 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-2 and is pari
passu in right of payment with the Harlem USA Controlling Pari Passu Companion Loan to the extent set forth in the Harlem USA
Intercreditor Agreement.


 


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


 


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


 


“Harlem USA
Whole Loan”: The Harlem USA Mortgage Loan, together with the Harlem USA Controlling 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 Controlling Pari Passu
Companion Loan.


 


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


 


“Huntington
Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2016, by and between
the holders of the Huntington Center Serviced Pari Passu Companion Loans and the holder of the Huntington Center Mortgage Loan,
relating to the relative rights of such holders of the Huntington Center Whole Loan, as the same may be 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. 1 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-1 and
is pari passu in right of payment with the Huntington Center Serviced Pari Passu Companion Loans to the extent set forth
in the Huntington Center Intercreditor Agreement.


 


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


 


“Huntington
Center PSA”: Any pooling and servicing agreement that creates a trust whose assets include a Huntington Center Serviced
Pari Passu Companion Loan.


 


“Huntington
Center Serviced Pari Passu Companion Loans”: With respect to the Huntington Center Whole Loan, as of the Closing Date,
the Companion Loans evidenced by the related promissory notes A-2 and A-3, made by the related Mortgagor and secured by the


 



    -52-


     


    

 


Mortgage
on the Huntington Center Mortgaged Property, which are not included in the Trust and are pari passu in right of payment
with the Huntington Center Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
Huntington Center Intercreditor Agreement.


 


“Huntington
Center Whole Loan”: The Huntington Center Mortgage Loan, together with the Huntington Center Serviced Pari Passu Companion
Loans, 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 Serviced Pari Passu Companion Loans.


 


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


 


“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


 



    -53-


     


    

 


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


 


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


 


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


 


“Initial Purchasers”:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, KeyBanc Capital Markets
Inc. and Drexel Hamilton, LLC.


 


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


 


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


 


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


 


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


 


“Initial Sub-Servicing
Fee Rate”: With respect to any Mortgage Loan or Serviced Companion Loan and any related Initial Sub-Servicer, the rate
per annum at which the Initial


 



    -54-


     


    

 


Sub-Servicing Fee is paid, as specified in the Sub-Servicing Agreement with such Initial
Sub-Servicer.


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: Each of the Huntington Center Intercreditor Agreement, the Vintage Park Intercreditor Agreement, the Simon
Premium Outlets Intercreditor Agreement, the Harlem USA Intercreditor Agreement, the One Stamford Forum Intercreditor Agreement,
the International Square Intercreditor Agreement, the Coconut Point Intercreditor Agreement, the SSTII Self Storage Portfolio Intercreditor
Agreement, the TEK Park Intercreditor Agreement, The Shops at Crystals Intercreditor Agreement, the MY Portfolio Intercreditor
Agreement and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders
in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage
Loan documents.


 


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


 



    -55-


     


    

 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


“International
Square Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 17, 2016, by and among the holders
of the International Square


 



    -56-


     


    

 


Non-Serviced Pari Passu Companion Loans, the holder of the International Square Non-Serviced Subordinate
Companion Loan and the holder of the International Square Mortgage Loan, relating to the relative rights of such holders of the
International Square Whole Loan, as the same may be 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. 9 on the Mortgage Loan Schedule), which is evidenced by the related promissory note
A-2-1 and is pari passu in right of payment with the International Square Non-Serviced Pari Passu Companion Loans and generally
senior in right of payment to the International Square Non-Serviced Subordinate Companion Loan to the extent set forth in the International
Square Intercreditor Agreement.


 


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


 


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


 


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


 


“International
Square Whole Loan”: The International Square Mortgage Loan, together with the International Square Non-Serviced Pari
Passu Companion Loans and the International Square Non-Serviced 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 Non-Serviced Pari
Passu Companion Loans and the International Square Non-Serviced Subordinate Companion Loan.


 


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


 



    -57-


     


    

 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B,
Exhibit P-1C and Exhibit P-1D to this Agreement (which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such
Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion
Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person
is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the
reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other
than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate
Administrator, (iii) except in the case of a Companion Holder, that such Person has received a copy of the final Prospectus
and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided,
that any Excluded Controlling Class Holder (i) shall be permitted to obtain from the Master Servicer or the Special Servicer,
as applicable, 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 because of
its Excluded Controlling Class Holder status) and (ii) shall be considered a Privileged Person for all other purposes, except
with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan from the Certificate
Administrator’s Website. The Certificate Administrator may, absent manifest error, conclusively rely upon any Investor Certification
received and may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures.


 


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


 


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


 



    -58-


     


    

 


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


 


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


 


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


 


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


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged


 



    -59-


     


    

 


Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (i) a full, partial or discounted payoff
from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the
related Companion Loan, if applicable) and (b) each Mortgage Loan repurchased by a Mortgage Loan Seller (or as to which a Loss
of Value Payment is made) (except as specified below), equal to the product of the Liquidation Fee Rate and the proceeds received
in connection with the applicable event described in clause (a) or (b); provided, that the Liquidation Fee
will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the
related Mortgage Loan and any related Companion Loan or REO Property and received by the Special Servicer as compensation within
the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


No Liquidation Fee shall
be payable based upon, or out of, Liquidation Proceeds received in connection with:


 


(A)         (x)
any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase)
so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period or (y) a Loss of Value Payment
by a Mortgage Loan Seller if such Mortgage Loan Seller makes such Loss of Value Payment prior to the termination of the Extended
Cure Period;


 


(B)         any
event described in clause (vi) of the definition of “Liquidation Proceeds” that occurs within 90 days of the related
mezzanine holder’s purchase option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected
Loan;


 


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


 


(D)        with
respect to a Serviced Pari Passu Companion Loan, (1) a repurchase of such Serviced Pari Passu Companion Loan by the applicable
mortgage loan seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under
an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase if such repurchase
occurs prior to the termination of the extended resolution period provided therein or (2) a purchase of such Serviced Pari Passu
Companion Loan by any applicable party to an Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation
of the Other Securitization;


 


(E)         the
purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is
the Directing Certificateholder or any Affiliate thereof; provided, that if no Control Termination Event has occurred and
is continuing,


 



    -60-


     


    

 


and such Directing Certificateholder or Affiliate thereof purchases any Specially Serviced Loan within 90 days after
the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect
to such Specially Serviced Loan, the Special Servicer shall not be entitled to a Liquidation Fee in connection with such purchase
by the Directing Certificateholder or its Affiliates); or


 


(F)          if
a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described
in clause (i) or (ii) of the definition of “Servicing Transfer Event” and Liquidation Proceeds are received within
90 days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full;


 


provided, that
if a Liquidation Fee is not payable due to the application of any of clauses (A) through (F) above, the Special Servicer
may still charge, collect and retain a liquidation fee and similar fees from the related Mortgagor to the extent provided for in,
or not prohibited by, the related Mortgage Loan documents);


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), Specially Serviced
Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an aggregate
Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to such rate as would result in an aggregate Liquidation
Fee equal to $25,000; provided further that in no event will the Liquidation Fee payable in respect of any Mortgage Loan,
Specially Serviced Loan or REO Property exceed $1,000,000.


 


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


 



    -61-


     


    

 


Mortgage
Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of
the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31,
Commercial Mortgage Pass-Through Certificates, Series 2016-C31, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 






    -62-


     


    

 




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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


“Material Defect”:
Subject to Section 2.03(c), with respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or
Breach, as the case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a “qualified mortgage”.


 


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


 


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


 


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


 


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


 


“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced 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).


 


“Money Term”:
With respect to any Mortgage Loan or Serviced Companion Loan, the stated Maturity Date, Mortgage Rate, principal balance, amortization
term or payment frequency or any provision of such Mortgage Loan or Serviced Companion Loan requiring the


 






    -63-


     


    

 


payment of a Prepayment
Premium or Yield Maintenance Charge (but does not include late fee or default interest provisions).


 


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


 


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


 


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


 


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


 


(i)          
the original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or
to the order of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee
for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31,
without recourse, representation or warranty” or, if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity with a copy of the Mortgage Note attached thereto;


 


(ii)         
the original Mortgage or a copy thereof, with evidence of recording thereon, and, if the Mortgage was executed pursuant
to a power of attorney, a certified true copy of the power of attorney certified by the public recorder’s office, with evidence
of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed) or certified
by a title insurance company or escrow company to be a true copy thereof;


 






    -64-


     


    

 


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


 


(iv)         
an original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the
holder of record in blank or in favor of “Wilmington Trust, National Association, as Trustee for Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31” (or, in the case of a Serviced
Whole Loan, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the
holders of any related Serviced Subordinate Companion Loan or Serviced Companion Loan));


 


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


 


(vi)         
if the related Assignment of Leases is separate from the Mortgage, the original or a copy of such Assignment of Leases with
evidence of recording thereon, together with (A) an original of each assignment of such Assignment of Leases with evidence
of recording thereon and showing a complete recorded chain of assignment from the named assignee to the holder of record, and if
any such assignment of such Assignment of Leases has not been returned from the applicable public recording office, a copy of such
assignment certified by the applicable Mortgage Loan Seller to be a true and complete copy of the original assignment submitted
for recording, and (B) an original assignment of such Assignment of Leases, in recordable form, signed by the holder of record
in favor of “Wilmington Trust, National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31,
Commercial Mortgage Pass-Through Certificates, Series 2016-C31” (or, in the case of a Serviced Whole Loan, substantially
similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related Serviced
Subordinate Companion Loan or Serviced Companion Loan)), which assignment may be effected in the related Assignment of Mortgage;


 


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


 


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


 






    -65-


     


    

 


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


 


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


 


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


 


(xii)         the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which 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 Bank of America Merrill Lynch Trust 2016-C31,
Commercial Mortgage Pass-Through Certificates, Series 2016-C31” 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 the environmental indemnity agreement, if any, related to any Mortgage Loan;


 


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


 


(xv)         copies
of any environmental insurance policy;


 


(xvi)       
copies of any affidavit and indemnification agreement;


 


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


 






    -66-


     


    

 


the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders;
and


 


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


 


provided, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if
there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in
the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall
be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), and (d) with respect
to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the
Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits
intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title
for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit
of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively.


 


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


 






    -67-


     


    

 


provided,
further, that (a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders
that, as of the Closing Date, it is the related Non-Serviced Custodian for such Non-Serviced Mortgage Loan, (b) the Custodian shall
perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the
Mortgage File and as if the Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage file”
delivered under the related Non-Serviced PSA constituted delivery of those same documents to the Custodian under this Agreement,
(c) the Custodian shall not resign as the related Non-Serviced Custodian without giving at least thirty (30) days’ advance
written notice of resignation to each other party hereto, and (d) if for any reason the Custodian shall resign as Custodian hereunder
or resign as the related Non-Serviced Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization
trust), the Custodian shall include the documents contemplated by clauses (ii) through (xviii) above in the Mortgage
File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization)
that shall be maintained by it or any successor custodian hereunder.


 


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


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this


 






    -68-


     


    

 


Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes
the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The
term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has
replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of doubt,
no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan”.


 


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


 


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


 


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


 


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


 


(ii)          
the loan identification number;


 


(iii)         
the name of the related Mortgaged Property;


 


(iv)         
the Cut-off Date Balance;


 


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


 


(vi)         
the date of the related Mortgage Note;


 


(vii)        
the Maturity Date;


 


(viii)       
the Mortgage Rate;


 


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


 


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


 


(xi)         
the original amortization term;


 


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


 


(xiii)       
the Primary Servicing Fee Rate; and


 






    -69-


     


    

 


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


 


“Mortgage Loan
Seller”: Each of (i)  Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its
successor in interest, (ii) Bank of America, National Association, a national banking association, or its successor in interest,
(iii) UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, an Office of the Comptroller
of the Currency regulated branch of a foreign bank, or its successor in interest, (iv) KeyBank National Association, a national
banking association, or its successor in interest, and (v) Starwood Mortgage Funding III LLC, a Delaware limited liability company,
or its successor in interest.


 


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


 


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


 


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


 


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


 


“MSBAM 2016-C30
PSA”: The 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 as asset representations reviewer.


 


“MSC 2016-UBS11
PSA”: The pooling and servicing agreement, dated as of August 1, 2016, between Morgan Stanley Capital I Inc., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator


 






    -70-


     


    

 


and as trustee, and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer.


 


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


 


“MY Portfolio
Controlling Pari Passu Companion Loan”: With respect to the MY Portfolio Whole Loan, as of the Closing Date, the pari
passu companion loan evidenced by the related promissory note A-2.


 


“MY Portfolio
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 14, 2016, by and between
the holder of the MY Portfolio Controlling Pari Passu Companion Loan and the holder of the MY Portfolio Mortgage Loan, relating
to the relative rights of such holders of the MY Portfolio Whole Loan, as the same may be amended in accordance with the terms
thereof.


 


“MY Portfolio
Mortgage Loan”: With respect to the MY Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 26 on the Mortgage Loan Schedule), which is evidenced by the promissory note A-1 and is pari passu
in right of payment with the MY Portfolio Controlling Pari Passu Companion Loan to the extent set forth in the MY Portfolio Intercreditor
Agreement.


 


“MY Portfolio
Mortgaged Property”: The Mortgaged Property that secures the MY Portfolio Whole Loan.


 


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


 


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


 


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


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate
of all losses, if any, incurred during such period in connection with the investment of 



 






    -71-


     


    

 


funds relating to the
Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized
during such period on such funds.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) as of any date of determination, a
rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of
any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative Cost Rate; provided,
that for purposes of calculating Pass-Through Rates and Withheld Amounts, the 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 or otherwise; provided, further,
that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month accrual period preceding a related Due Date will be the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month accrual period at the
related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage
Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap
year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date
in March (or February, if the related Distribution Date is the final Distribution Date) (commencing in 2017), shall be determined
inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan
that is a successor to a Mortgage Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor
Mortgage Loan had remained outstanding.


 


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


 


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


 


“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


 









    -72-


     


    

 


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 or successor
REO Loan which the Trustee determines in its good faith business judgment, or the Master Servicer or Special Servicer determines
in accordance with the Servicing Standard, as the case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, that the Special Servicer may, at its option, make a determination in accordance with the Servicing
Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Pari Passu Mortgage Loan, to the Other Master Servicer (and if required
under the related Intercreditor Agreement, the Other Special Servicer), and with respect to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer (and Non-Serviced Special Servicer, if specified in the related Intercreditor Agreement)),
the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination by the Special Servicer will be conclusive and binding upon the Master Servicer and the Trustee (but this
statement will not be construed to entitle the Special Servicer to reverse the determination of the Master Server 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, each of the Master Servicer and the Trustee shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance.
With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable,
in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest advance
with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not be binding
on the Master Servicer or the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage
Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee,
as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable
P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee
as it relates to any proposed P&I


 






    -73-


     


    

 


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


 






    -74-


     


    

 


the Certificate Administrator (and, in the case of a Serviced Pari Passu Mortgage Loan,
any Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is
or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


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


 









    -75-


     


    

 


delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance)
and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case
of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination. Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute
a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Pari Passu Mortgage Loan, any Other Servicer), the
Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Pari Passu
Mortgage Loan, any Other Servicer); provided, that the Special Servicer may, at its option make a determination in accordance
with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance
and shall deliver to the Master Servicer (and with respect to a Serviced Pari Passu Mortgage Loan, to the related Other Master
Servicer (and the Other Special Servicer if specified in the related Intercreditor Agreement), and with respect to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer (and the related Non-Serviced Special Servicer if specified in the related
Intercreditor Agreement), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination by the Special Servicer will be conclusive and binding upon the Master Servicer
and the Trustee (but this statement will not be construed to entitle the Special Servicer to reverse the determination of the Master
Server 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 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


 






    -76-


     


    

 


make such determination and shall include any existing Appraisal with respect to the related Mortgage
Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to
make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties
as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.
The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that
a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on
such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, that other than for Servicing
Advances to be made on an emergency or urgent basis, the Special Servicer shall not be entitled to make such a request more frequently
than once per calendar month with respect to Servicing Advances (although such request may relate to more than one Servicing Advance).
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance or property
protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made 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-Book Entry
Certificates”: As defined in Section 5.02(c).


 


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


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -77-


     


    

 


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of (i) the Simon Premium Outlets Intercreditor Agreement, (ii) the One Stamford Forum
Intercreditor Agreement, (iii) the International Square Intercreditor Agreement, (iv) the Coconut Point Intercreditor Agreement,
(v) the SSTII Self Storage Portfolio Intercreditor Agreement, (vi) the TEK Park Intercreditor Agreement and (vii) The Shops at
Crystals Intercreditor Agreement. In addition, with respect to each of the Harlem USA Whole Loan and the MY Portfolio Whole Loan,
after the related Controlling Companion Loan Securitization Date, the Harlem USA Intercreditor Agreement and the MY Portfolio Intercreditor
Agreement, as applicable, shall be a Non-Serviced Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of (i) the Simon Premium Outlets Mortgage Loan, (ii) the One Stamford Forum Mortgage Loan, (iii)
the International Square Mortgage Loan, (iv) the Coconut Point Mortgage Loan, (v) the SSTII Self Storage Portfolio Mortgage Loan,
(vi) the TEK Park Mortgage Loan and (vii) The Shops at Crystals Mortgage Loan. On and after the related Controlling Companion Loan
Securitization Date, each Servicing Shift Mortgage Loan shall be a Non-Serviced Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of (i) the Simon Premium Outlets Mortgaged Property, (ii) the One Stamford Forum Mortgaged
Property, (iii) the International Square Mortgaged Property, (iv) the Coconut Point Mortgaged Property, (v) the SSTII Self Storage
Portfolio Mortgaged Property, (vi) the TEK Park Mortgaged Property and (vii) The Shops at Crystals Mortgaged Property. In addition,
with respect to each of the Harlem USA Mortgaged Property and the MY Portfolio Mortgaged Property, after the related Controlling
Companion Loan Securitization Date, the Harlem USA Mortgaged Property and the MY Portfolio Mortgaged Property, as applicable, shall
be a Non-Serviced Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of (i) the Simon Premium Outlets Non-Serviced Pari Passu Companion Loans, (ii) the One
Stamford Forum Non-Serviced Pari Passu Companion Loan, (iii) the International Square Non-Serviced Pari Passu Companion Loans,
(iv) the Coconut Point Non-Serviced Pari Passu Companion Loans, (v) the SSTII Self Storage Portfolio Non-Serviced Pari Passu Companion
Loan, (vi) the TEK Park Non-Serviced Pari Passu Companion Loans and (vii) The Shops at Crystals Non-Serviced Pari Passu Companion
Loans. In addition, after the related Controlling Companion Loan Securitization Date, the Harlem USA Controlling Pari Passu Companion
Loan and the MY Portfolio Controlling Pari Passu Companion Loan, as applicable, shall be a Non-Serviced Pari Passu Companion Loan.


 


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


 






    -78-


     


    

 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced Whole
Loan is serviced. The Non-Serviced PSAs related to the Trust as of the Closing Date are (i) with respect to each of the Simon Premium
Outlets Whole Loan and the One Stamford Forum Whole Loan, the WFCM 2016-BNK1 PSA, (ii) with respect to the International Square
Whole Loan, the BAMLL 2016-ISQR TSA, (iii) with respect to the Coconut Point Whole Loan, (a) prior to the Coconut Point Companion
Loan Securitization Date, the MSBAM 2016-C30 PSA and (b) after the Coconut Point Companion Loan Securitization Date, the Coconut
Point PSA, (iv) with respect to the SSTII Self Storage Portfolio Whole Loan, the MSC 2016-UBS11 PSA, (v) with respect to the TEK
Park Whole Loan, the SGCMS 2016-C5 PSA and (vi) with respect to The Shops at Crystals Whole Loan, the SHOPS 2016-CSTL TSA. In addition,
after the related Controlling Companion Loan Securitization Date, the Harlem USA PSA and the MY Portfolio PSA, as applicable, shall
be a Non-Serviced PSA.


 


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


 


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Whole Loan, any related subordinate companion loan evidenced
by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related Non-Serviced Mortgaged
Property, which is not included in the Trust and which is subordinate in right of payment to the related Non-Serviced Mortgage
Loan and the Non-Serviced Pari-Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided
in the related Intercreditor Agreement. The Non-Serviced Subordinate Companion Loans related to the Trust as of the Closing Date
are the International Square Non-Serviced Subordinate Companion Loan and The Shops at Crystals Non-Serviced Subordinate Companion
Loans.


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of (i) the Simon Premium Outlets Whole Loan, (ii) the One Stamford Forum Whole Loan, (iii) the International
Square Whole Loan, (iv) the Coconut Point Whole Loan, (v) the SSTII Self Storage Portfolio Whole Loan, (vi) the TEK Park Whole
Loan and (vii) The Shops at Crystals Whole Loan. On and after the related Controlling Companion Loan Securitization Date, each
Servicing Shift Whole Loan shall be a Non-Serviced Whole Loan.


 


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


 


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


 


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


 


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


 






    -79-


     


    

 


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


 


“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.


 


“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 Stamford
Forum Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of June 28, 2016, by and between
the holder of the One Stamford Forum Non-Serviced Pari Passu Companion Loan and the holder of the One Stamford Forum Mortgage Loan,
relating to the relative rights of such holders of the One Stamford Forum Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


“One Stamford
Forum Mortgage Loan”: With respect to the One Stamford Forum 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 the related promissory note A-2 and
is pari passu in right of payment with the One Stamford Forum Non-Serviced Pari Passu Companion Loan to the extent set forth
in the One Stamford Forum Intercreditor Agreement.


 


“One Stamford
Forum Mortgaged Property”: The Mortgaged Property that secures the One Stamford Forum Whole Loan.


 


“One Stamford
Forum Non-Serviced Pari Passu Companion Loan”: With respect to the One Stamford Forum Whole Loan, as of the Closing Date,
the Companion Loan evidenced by the related promissory note A-1, made by the related Mortgagor and secured by the Mortgage


 






    -80-


     


    

 


on the
One Stamford Forum Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment with
the One Stamford Forum Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the One
Stamford Forum Intercreditor Agreement.


 


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


 


“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 and to the extent actually received from
the related Mortgagor) with respect to any Serviced Mortgage Loan (other than the Servicing Shift Mortgage Loans), payable pursuant
to Section 3.05 of this Agreement; provided, that no such fee shall be payable unless specifically paid by the related
Mortgagor as a separately identifiable fee; provided, further, that the Operating Advisor may in its sole discretion
reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master
Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by
the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor
prior to any such waiver or reduction); provided, further, however, that to the extent such fee is earned
after the outstanding Certificate Balances of the Control Eligible Certificates 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.


 


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


 


“Operating Advisor
Fee”: With respect to each Serviced Mortgage Loan (other than a Servicing Shift Mortgage Loan) and each successor REO
Loan, the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a rate with respect
to each Serviced Mortgage Loan


 






    -81-


     


    

 


(other than a Servicing Shift Mortgage Loan) and each successor REO Loan equal to (i) 0.0023% per
annum with respect to each such Mortgage Loan (other than the Huntington Center Mortgage Loan and the Vintage Park Mortgage
Loan) and any successor REO Loan, (ii) 0.0042% per annum with respect to the Huntington Center Mortgage Loan and (iii) 0.0056%
per annum with respect to the Vintage Park Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 






    -82-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Original Notional
Amount”: As defined in the Preliminary Statement.


 


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


 


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


 


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


 






    -83-


     


    

 


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


 


“Other Pooling
and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include any Serviced
Companion Loan. For the avoidance of doubt, each of the Huntington Center PSA and the Vintage Park PSA shall be an Other Pooling
and Servicing Agreement.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu
Loan Primary Servicing Fee Rate”: The “master servicing fee rate” (or analogous term) (as defined in the
related Non-Serviced PSA) and any other servicing fee rate payable to the applicable Non-Serviced Master Servicer applicable to
any Non-Serviced Mortgage Loan equal to: (i) 0.00250% per annum with respect to each of the Simon Premium Outlets Mortgage
Loan, the One Stamford Forum Mortgage Loan, the Coconut Point Mortgage Loan and The Shops at Crystals Mortgage Loan, (ii), 0.00250%
per annum with respect to the Harlem USA Mortgage Loan (after the related Controlling Companion Loan Securitization Date),
(iii) 0.00125% per annum with respect to the International Square Mortgage Loan, (iv) 0.01000% per annum with respect
to the SSTII Self Storage Portfolio Mortgage Loan, (iv)


 






    -84-


     


    

 


0.02250% per annum with respect to the TEK Park Mortgage Loan and
(v) 0.00250% per annum with respect to the MY Portfolio Mortgage Loan (after the related Controlling Companion Loan Securitization
Date).


 


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


 


	
        Class 
	 	
        Pass-Through Rate 

	Class A-1	 	1.5110% per annum
	Class A-2	 	2.5050% per annum
	Class A-SB	 	2.9520% per annum
	Class A-3	 	2.7310% per annum
	Class A-4	 	2.8400% per annum
	Class A-5	 	3.1020% per annum
	Class X-A	 	The related Class X Pass-Through Rate
	Class X-B	 	The related Class X Pass-Through Rate
	Class A-S	 	3.5270% per annum
	Class B	 	The lesser of the Weighted Average Net Mortgage Rate for such Distribution Date and 3.8800% per annum
	Class C	 	The Weighted Average Net Mortgage Rate for such Distribution Date
	Class X-D	 	The related Class X Pass-Through Rate
	Class X-E	 	The related Class X Pass-Through Rate
	Class X-F	 	The related Class X Pass-Through Rate
	Class X-G	 	The related Class X Pass-Through Rate
	Class D	 	3.0000% per annum
	Class E	 	2.8500% per annum
	Class F	 	2.8500% per annum
	Class G	 	2.8500% per annum


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in
distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates),
the percentage interest is equal to the Denomination as of the Closing Date of such Certificate


 






    -85-


     


    

 


divided by the Original Certificate
Balance or Original Notional Amount, as applicable, of the Class to which such Certificate belongs. With respect to a Class R
Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


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


 


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


 






    -86-


     


    

 


short-term rating category by Moody’s or the long-term debt
obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities
of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in the highest short-term
rating category by Moody’s and the long-term obligations of which are rated at least “A1” by Moody’s, (C) in
the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short-term obligations
of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated
at least “Aa3” by Moody’s, (D) in the case of such investments with maturities of more than six (6) months,
the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations
of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated
by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), and (E) in the
highest short-term debt rating category of KBRA (if then rated by KBRA) and, if it has a term in excess of six months, the long-term
debt obligations of which are rated “AAA” (or the equivalent) by KBRA (if then rated by KBRA);


 


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


 


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


 






    -87-


     


    

 


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) (a)(1) in the case of such investments with maturities
of 30 days or less, the short term obligations of which corporation are rated at least in the highest short-term debt rating category
of Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch, (2) in the case of such investments with maturities of three months or less, but
more than 30 days, the short-term obligations of which are rated at least in the highest short-term debt rating category of Moody’s
and “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term
rating of “F1” by Fitch) and “A2” by Moody’s, (3)(A) in the case of such investments with maturities
of six months or less, but more than three months, the short-term obligations of which are rated at least “P1” by
Moody’s, and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s and (B)
in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), and (4)(A) in the case of such investments with maturities of
more than six months, the short-term obligations of which are rated at least “P1” by Moody’s, and the long-term
obligations of which are rated at least “Aaa” by Moody’s and (B) in the case of such investments with maturities
of more than six months, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b) such commercial
paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or such lower rating as is the subject of a
Rating Agency Confirmation);


 


(vi)        (1) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant
net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the
Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and
in the highest short term unsecured debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency,
in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities,
or (2) units of money market funds that (a) have substantially all


 






    -88-


     


    

 


of its assets invested continuously in the types of investments
referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has a rating of “Aaa-mf”
by Moody’s and has the highest rating obtainable for money market funds from each of Fitch and KBRA (or, if not rated by
KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise acceptable
to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation);


 


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


 


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


 


provided, that each Permitted Investment
qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment that provides for a variable rate
of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately
with such index, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such investment must
not be purchased at a premium over par; provided, further, that no such instrument shall be a Permitted Investment
(a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest
payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield
to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price;
and provided, further, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may
be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless
the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect
the status of any Trust REMIC.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any


 






    -89-


     


    

 


services performed
by such party with respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance
with this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan
that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, after the related Due Date and prior to
the following Determination Date, the amount of interest (net of the related Servicing Fees, any related Pari Passu Loan Primary
Servicing Fee and any related Excess Interest), to the extent collected from the related Mortgagor (without regard to any Prepayment
Premium or Yield Maintenance Charge actually collected) and, in the case of a Non-Serviced Mortgage Loan, remitted to the Trust,
that would have accrued at a rate per annum equal to (x) in the case of any Mortgage Loan other than a Serviced Pari
Passu Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of related Servicing Fees and any
related 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).


 






    -90-


     


    

 


Prepayment Interest Excesses (to the extent not offset by Prepayment
Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Pari Passu Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, after the related Determination Date (or,
with respect to each Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, with a Due Date occurring after the related
Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing
Fees, any related Pari Passu Loan Primary Servicing Fee and any related 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 Pari Passu Mortgage Loan, the sum
of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator/Trustee Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate
and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of related Servicing Fees and any related Excess Interest)
on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced
AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related Serviced
Subordinate Companion Loan.


 


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


 


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


 


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


 


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


 






    -91-


     


    

 


“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-5, Class A-S,
Class B, Class C, Class D, Class E, Class F and Class G Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date, and (c) the Unscheduled Principal Distribution Amount for such Distribution Date, including,
without limitation, any Balloon Payments received on or prior to the related Remittance Date that constitute a portion of “Principal
Distribution Amount” in accordance with the penultimate paragraph of Section 3.05(a); provided that the Principal
Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that
are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the
case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on
the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will
increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


“Private Placement
Memorandum”: The private placement memorandum relating to the offer and sale of the Non-Registered Certificates, dated
October 27, 2016.


 






    -92-


     


    

 


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


 


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


 


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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder)
who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted
electronically via the Certificate Administrator’s Website; provided, that in no event may a Borrower Party (other
than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is the Directing Certificateholder
or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate


 






    -93-


     


    

 


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 (ii) above; provided, further,
that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan
and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded
Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, that (a) the Master
Servicer shall not restrict access by the Special Servicer to any information related to any Mortgaged Loan other than any Excluded
Special Servicer Loan with respect 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; provided, further, that any Excluded Controlling Class Holder shall be permitted to obtain from the Master
Servicer or the Special Servicer, as applicable, 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 because of its Excluded Controlling Note Holder status). In no case shall the Master Servicer be liable for any communication
to the Special Servicer, or for any disclosure of information to the Special Servicer, relating to an Excluded Special Servicer
Loan (including any information delivered to the Certificate Administrator for posting on 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).


 






    -94-


     


    

 


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


 


“Prospectus”:
The prospectus relating to the offer and sale of the Registered Certificates, dated October 27, 2016.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


(i)           
the outstanding principal balance of such Mortgage Loan (or any successor REO Loan) as of the date of purchase; plus


 


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


 


(iii)         
all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement
Rate, Special Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees)
in respect of such Mortgage Loan (or related successor REO Loan), if any; plus


 


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


 






    -95-


     


    

 


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


 


Solely with respect to
any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount
calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage
Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect
of the successor REO Loan. With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes
of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan
and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of
the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A)
and subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any
related Companion Loan. Notwithstanding anything to the contrary in this definition of “Purchase Price,” the Mortgage
Loan Seller shall nevertheless be obligated to pay any amounts due and owing under Section 3.08(e).


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s if rated by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs
(which may include Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and
(b) “A” by Fitch if rated by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as
“A-” by one nationally recognized insurance rating organization (which may include Moody’s or KBRA)) and (ii) with
respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c),
except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations
which are guaranteed or backed by a company having such claims paying ability) with at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M.
Best Company, Inc. or (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other
insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


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


 


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


 






    -96-


     


    

 


Advisor in respect of its obligations under this Agreement, or
(y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iv) that is not entitled to receive any compensation from the Operating
Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such
party be appointed as the replacement special servicer, (v) that is not entitled to receive any fee from the Operating Advisor
for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi)(A) that confirms in writing that it was appointed to act as, and currently serves as, special servicer on a transaction
level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more
classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (B) with
respect to which Moody’s has not cited servicing concerns of such replacement special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction
serviced by the replacement special servicer prior to the time of determination, (vii) that currently has a special servicer
rating of at least “CSS3” from Fitch, and (viii) as to which (a) if acting as special servicer in a commercial
mortgage loan securitization that was rated by KBRA within the twelve (12) month period prior to the date of determination, KBRA
has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial
mortgage securities on watch citing the continuation of such special servicer, as special servicer of such commercial mortgage
securities, as the sole or a material reason for such downgrade or withdrawal (or placement on watch) or (b) if not acting
as special servicer in a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period, as to
which a Rating Agency Confirmation has been received from such Rating Agency.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan replacing a removed Mortgage Loan that must, on the date of substitution:
(i) have an outstanding principal balance, after deduction of the principal portion of the Periodic Payment due in the month of
substitution, not in excess of the Stated Principal Balance of the removed Mortgage Loan; provided, that, to the extent
that the principal balance of such Mortgage Loan is less than the Stated Principal Balance of the removed Mortgage Loan, then such
differential in principal amount, together with interest thereon at the Mortgage Rate on the related Mortgage Loan from the date
as to which interest was last paid through the last day of the month in which such substitution occurs, shall be paid by the party
effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as a Principal
Prepayment hereunder; (ii) accrue interest at a rate of interest at least equal to that of the removed Mortgage Loan; (iii) have
a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the removed Mortgage Loan
(and in no event may such Mortgage Loan mature after the date that is three (3) years prior to the Distribution Date in November
2049); (iv) have an original loan-to-value ratio not higher than that of the removed Mortgage Loan and a current loan-to-value
ratio (equal to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher
than the current loan-to-value ratio of the removed Mortgage Loan; (v) have a current debt service coverage ratio equal to or greater
than the current debt service coverage ratio of the removed Mortgage Loan; (vi) comply with all of


 






    -97-


     


    

 


the representations and warranties
relating to Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vii)
have an environmental assessment relating to the related Mortgaged Property in its Mortgage File that does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately
addressed; (viii) have an engineering report relating to the related Mortgaged Property in its Mortgage File that does not, in
the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that have
not been adequately addressed; and (ix) have been the subject of an Opinion of Counsel, delivered to the Trustee and the Certificate
Administrator at the related Seller’s expense, that such Mortgage Loan is a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code; provided that no substitute mortgage loan may have a Maturity Date
after the date three (3) years prior to the Rated Final Distribution Date; provided, further, that no substitute
mortgage loan shall be substituted for a removed Mortgage Loan unless a Rating Agency Confirmation has been obtained from each
Rating Agency (at the expense of the related Mortgage Loan Seller); provided, further, that, so long as a Control
Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, any such substitution
will require the consent of the Directing Certificateholder (not to be unreasonably withheld); provided, further,
that no Mortgage Loan may be replaced by more than one substituted mortgage loan.


 


When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that such Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 


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


 






    -98-


     


    

 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in any format that is consistent with
the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought, including,
without limitation, by way of electronic communication, press release or any other written communication and need not be directed
or addressed to any party to this Agreement) by each applicable Rating Agency that a proposed action, failure to act or other event
so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned
to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment
from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall
be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter. At
any time during which no Certificates are rated by a Rating Agency, a Rating Agency Confirmation will not be required from that
Rating Agency.


 


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


 


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


 


“Realized Loss”:
As defined in Section 4.04(a).


 


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


 


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


 


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


 


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


 


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


 


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


 






    -99-


     


    

 


Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


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


 


	
        Related Certificates 
	 	
        Related Lower-Tier Regular
Interest 

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


 


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


 


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


 






    -100-


     


    

 


“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.


 


“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 “Rialto Capital Advisors, LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, REO Account”.
Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 






    -101-


     


    

 


All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO
Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid
from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as
a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until
recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related
REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available for amounts
due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with
respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to a Serviced Subordinate Companion
Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 






    -102-


     


    

 


“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).


 


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


 


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


 


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


 


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


 


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


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the


 






    -103-


     


    

 


Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained Defeasance
Rights and Obligations”: Any of the MSMCH Seller Defeasance Rights and Obligations, the BANA Lender Successor Borrower
Right, the UBS AG, New York Branch Seller Defeasance Rights and Obligations, the KeyBank Seller Defeasance Rights and Obligations
or the SMF III Lender Successor Borrower Right, each as defined in Section 3.18(i).


 


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


 


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


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or,
if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of


 






    -104-


     


    

 


a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to the related Collection Period and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the Mortgagor as of the
related Determination Date or, if applicable, as of such later date as would permit inclusion in the Available Funds for such Distribution
Date (or (i) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related P&I Advance Date, and (ii) with respect to a Non-Serviced Mortgage Loan, received by
the Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution Date) or advanced by
the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all
Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date or, if
applicable, as of such later date as would permit inclusion in the Available Funds for such Distribution Date (or (i) with respect
to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due
Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding
the related P&I Advance Date and (ii) with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of such
date as would permit inclusion in the Available Funds for such Distribution Date), and to the extent not included in clause (a)
above for the subject Distribution Date or in the Scheduled Principal Distribution Amount for any preceding Distribution Date.


 


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


 


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


 


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


 


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


 


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


 






    -105-


     


    

 


received by, the holders of such Serviced Subordinate Companion
Loan. With respect to any Serviced AB Whole Loan, the period during which the holder of the related Serviced Subordinate Companion
Loan is the Serviced AB Whole Loan Controlling Holder.


 


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


 


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


 


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


 


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


 


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


 


“Serviced Companion
Loan”: Each of (a) the Huntington Center Serviced Pari Passu Companion Loans, (b) the Vintage Park Serviced Pari Passu
Companion Loans, (c) the Harlem USA Controlling Pari Passu Companion Loan (prior to the related Controlling Companion Loan Securitization
Date), (d) the MY Portfolio Controlling Pari Passu Companion Loan (prior to the related Controlling Companion Loan Securitization
Date), and (e) any Serviced Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the Huntington Center Serviced Pari Passu Companion Loans, (b) the Vintage Park
Serviced Pari Passu Companion Loans, (c) the Harlem USA Controlling Pari Passu Companion Loan (prior to the related Controlling
Companion Loan Securitization Date), (d) the MY Portfolio Controlling Pari Passu Companion Loan (prior to the related Controlling
Companion Loan Securitization Date), and (e) any Serviced Subordinate Companion Loan related to a Serviced AB Whole Loan,
as applicable.



 






    -106-


     


    

  


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


 


“Serviced Pari
Passu Companion Loan”: Each of (a) the Huntington Center Serviced Pari Passu Companion Loans, (b) the Vintage Park Serviced
Pari Passu Companion Loans, (c) the Harlem USA Controlling Pari Passu Companion Loan (prior to the related Controlling Companion
Loan Securitization Date), and (d) the MY Portfolio Controlling Pari Passu Companion Loan (prior to the related Controlling Companion
Loan Securitization Date).


 


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


 


“Serviced Pari
Passu Mortgage Loan”: Each of (a) the Huntington Center Mortgage Loan, (b) the Vintage Park Mortgage Loan and (c) each
Servicing Shift Mortgage Loan (prior to the related Controlling Companion Loan Securitization Date).


 


“Serviced Pari
Passu Whole Loan”: Each of (a) the Huntington Center Whole Loan, (b) the Vintage Park Whole Loan and (c) each Servicing
Shift Whole Loan (prior to the related Controlling Companion Loan 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.


 


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


 


“Serviced Whole
Loan”: Each of (a) the Huntington Center Whole Loan, (b) the Vintage Park Whole Loan and (c) each Servicing Shift Whole
Loan (prior to the related Controlling Companion Loan Securitization Date).



 






    -107-


     


    

  


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


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (a) the applicable date set forth in the related
Intercreditor Agreement for remittances by the Master Servicer to the holder of such Serviced Companion Loan; or (b) if no such
date described in clause (a) is set forth in the related Intercreditor Agreement, the applicable remittance date, which shall be
(i) prior to contribution of such Serviced Companion Loan to an Other Securitization, the Remittance Date and (ii) following contribution
of such Serviced Companion Loan to an Other Securitization, the earlier of (A) Remittance Date or (B) the Business Day immediately
succeeding the “determination date” set forth in the related Other Pooling and Servicing Agreement, provided,
such Serviced Whole Loan Remittance Date shall not be earlier than the sixth (6th) day of any month.


 


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


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Serviced Mortgage Loan (and in the case of a Serviced
Pari Passu Mortgage Loan, the related Serviced Companion Loan, as applicable), in respect of which a default, delinquency or other
unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a
Serviced Mortgage Loan or a related REO Property, including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of
any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property.


 


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


 






    -108-


     


    

 


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


 


“Servicing Fee
Rate”: With respect to (i) each Mortgage Loan and REO Loan, a per annum rate equal to 0.0025% (or 0.0050% in the
case of the TEK Park Mortgage Loan) plus the rate set forth on the Mortgage Loan Schedule under the heading “Primary Servicing
Fee Rate”, in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in
the same manner in which interest is calculated in respect of such loan, and (ii) each Serviced Pari Passu Companion Loan, 0.0025%
per annum, in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari Passu Companion
Loan in the same manner in which interest is calculated in respect of such loan; provided, that with respect to each Servicing
Shift Mortgage Loan, on and after the related Controlling Companion Loan 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”:
With respect to any Mortgage Loan, a photocopy of all items required to be included in the Mortgage File, together with, without
duplication, to the extent required to be (and actually) delivered to the applicable Mortgage Loan Seller or other originator pursuant
to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies or certificates (as
applicable), any property inspection reports, any financial statements on the property, any escrow analysis, any tax bills, any
Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary, financial information
on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any environmental insurance
policies.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator,
that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to
5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with ARTICLE XI
or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange
Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with
the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG
hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with
Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating


 






    -109-


     


    

 


Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Control Note”: Either of the Harlem USA Controlling Pari Passu Companion Loan or the MY Portfolio Controlling Pari Passu
Companion Loan, as the context may require.


 


“Servicing Shift
Mortgage Loan”: With respect to any Servicing Shift Whole Loan, the related Mortgage Loan included in the Trust.


 


“Servicing Shift
Whole Loan”: Any Whole Loan that is a Serviced Whole Loan on the Closing Date (the servicing of which is initially governed
by this Agreement) and on and after the related Controlling Companion Loan Securitization Date, will become a Non-Serviced Whole
Loan (the servicing of which will be governed by the related Non-Serviced PSA). As of the Closing Date, the Servicing Shift Whole
Loans related to the Trust will be the Harlem USA Whole Loan and the MY Portfolio Whole Loan.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any of the
following events:


 


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


 


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


 






    -110-


     


    

 


to occur pursuant to the
related refinancing commitment), or (iii) the related refinancing commitment is terminated before the refinancing is scheduled
to occur; or


 


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


 


(iv)         
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with respect to any Mortgage Loan
other than an Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Certificateholder) makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to be cured
by the related Mortgagor within sixty (60) days; or


 


(v)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order
was involuntary and is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay
is lifted within sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal
such Mortgage Loan (and any related Serviced Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and
no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid
shall be reimbursed to the Trust Fund by the Special Servicer); or


 


(vi)         
the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)        
the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or


 


(viii)       
a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer,
with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing


 






    -111-


     


    

 


Certificateholder) determines in its good faith reasonable judgment may materially and
adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related
Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans, as the case may be), if applicable, has occurred and remained unremedied for the applicable Grace Period specified
in the related Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism insurance if such
failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of
cure, sixty (60) days); or


 


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


 


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


 


provided that any Mortgage Loan
(excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced
Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes
a Specially Serviced Loan, the related Serviced Pari Passu Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced
Pari Passu Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a


 






    -112-


     


    

 


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.


 


“SGCMS 2016-C5
PSA”: The pooling and servicing agreement, dated as of July 1, 2016, among SG Commercial Mortgage Securities, LLC, 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.


 


“SHOPS 2016-CSTL
TSA”: The trust and servicing agreement, dated as of July 20, 2016, between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as depositor, KeyBank National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, and Wells
Fargo Bank, National Association, as certificate administrator, custodian and trustee.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date (or, with respect to any Serviced Companion
Loan securitized pursuant to an Other Pooling and Servicing Agreement, the “distribution date” or other analogous term
defined under such Other Pooling and Servicing Agreement) occurring on or immediately following the date on which financial statements
for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 


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


 


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


 


“Simon Premium
Outlets Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 4, 2016, by and between
the holders of the Simon Premium Outlets Non-Serviced Pari Passu Companion Loans and the holder of the Simon Premium Outlets Mortgage
Loan, relating to the relative rights of such holders of the Simon Premium Outlets Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


“Simon Premium
Outlets Mortgage Loan”: With respect to the Simon Premium Outlets 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 the related promissory note
A-3 and is pari passu in right of payment with the Simon Premium Outlets Non-Serviced Pari Passu Companion Loans to the
extent set forth in the Simon Premium Outlets Intercreditor Agreement.


 


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


 



    -113-


     


    


  


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


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Certificates;
provided, that the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero.


 


“Special Notice”:
As defined in Section 5.06.


 


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


 


“Special Servicer
Decision”: Any of the following with respect to a Mortgage Loan or Serviced Whole Loan that is not otherwise a Major
Decision:


 


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment or other similar agreements
for leases (other than, in each case, ground leases) in excess of the lesser of (i) 30,000 square feet of the improvements
at the related Mortgaged Property and (ii) 30% of the net rentable area of the improvements at the related Mortgaged Property;


 


(b)       approving
annual budgets for the related Mortgaged Property with material (more than 15%) increases in operating expenses or payments to
entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding


 



    -114-


     


    

 


affiliated managers paid at
fee rates agreed to at the origination of the related Mortgage Loan);


 


(c)       any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves, including the funding or disbursement of any such
amounts with respect to any Mortgage Loan, but excluding, as to any Mortgage Loan that is not a Specially Serviced Loan, any routine
and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender
discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an
approved lease, each in accordance with the Mortgage Loan documents (all such fundings and disbursements being collectively referred
to as “Routine Disbursements”) or any other funding or disbursement as mutually agreed upon by the Master Servicer
and Special Servicer, shall not constitute the Special Servicer Decision; provided, that in the case of any Mortgage Loan
whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date, 10%
of the initial principal balance of such Mortgage Loan (or if such Mortgage Loan is part of a Whole Loan, 10% of the intial principal
balance of such Whole Loan) (which Mortgage Loans are listed on Schedule 3), no such funding or disbursement of such escrows,
reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special
Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided
the Mortgage Loan is not a Specially Serviced Loan);


 


(d)       requests
to incur additional debt in accordance with the terms of the applicable Mortgage Loan documents;


 


(e)       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 Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan, (ii) releases of non-material 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 a defeasance of such collateral;


 



    -115-


     


    

  


(f)       approving
any transfers of an interest in the Mortgagor under a Mortgage Loan (other than a Non-Serviced Mortgage Loan), unless such transfer
(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion
other than confirming the satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan documents
that do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate
of such Mortgagor or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring
new mezzanine financing or a change in control of the Mortgagor;


 


(g)       approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(h)       approval
of easements 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;


 


(i)        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; and


 


(j)        determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease;


 


provided, that in the case of each of the foregoing clauses (a)
through (j), such action is not otherwise a Major Decision.


 


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


 


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


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“SSTII Self
Storage Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of July 28, 2016, by
and among the holders of the SSTII Self


 



    -116-


     


    

 


Storage Portfolio Non-Serviced Pari Passu Companion Loan and the holder of the SSTII Self
Storage Portfolio Mortgage Loan, relating to the relative rights of such holders of the SSTII Self Storage Portfolio Whole Loan,
as the same may be amended in accordance with the terms thereof.


 


“SSTII Self
Storage Portfolio Mortgage Loan”: With respect to the SSTII Self Storage Portfolio Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is evidenced by the related
promissory note A-2, and is pari passu in right of payment with the SSTII Self Storage Portfolio Non-Serviced Pari Passu
Companion Loan to the extent set forth in the SSTII Self Storage Portfolio Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -117-


     


    

 


(ii)         all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, after the Due Date in the related month of substitution) and on or prior to the Determination Date for
the most recent Distribution Date coinciding with or preceding such date of determination;


 


(iii)        the principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such
Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, after the Due Date in the related
month of substitution) and on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding
such date of determination; and


 


(iv)        any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred after the Cut-off Date (or, in the case
of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of substitution) and on or prior to the Determination
Date for the most recent Distribution Date coinciding with or preceding such date of determination.


 


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


 


(i)          the principal portion of any P&I Advance made with respect to such REO Loan as of the most recent Distribution Date
coinciding with or preceding such date of determination; and


 


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


 


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


 


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


 



    -118-


     


    

 


received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan, as applicable, on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


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


 


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


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F or Class G
Certificate.


 


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


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution.


 


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


 



    -119-


     


    

 


“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.


 


“TEK Park Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of June 23, 2016, by and between the holders of the TEK Park Non-Serviced
Pari Passu Companion Loans and the holder of the TEK Park Mortgage Loan, relating to the relative rights of such holders of the
TEK Park Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“TEK Park Mortgage
Loan”: With respect to the TEK Park Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage
Loan No. 14 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-2 and is pari passu
in right of payment with the TEK Park Non-Serviced Pari Passu Companion Loans to the extent set forth in the TEK Park Intercreditor
Agreement.


 


“TEK Park Mortgaged
Property”: The Mortgaged Property that secures the TEK Park Whole Loan.


 


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


 


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


 


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


 


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


 


“The Shops at
Crystals Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 20, 2016, by and among the holders
of The Shops at Crystals Non-Serviced Pari Passu Companion Loans, the holder of The Shops at Crystals Non-Serviced


 



    -120-


     


    

 


Subordinate
Companion Loans and the holder of The Shops at Crystals Mortgage Loan, relating to the relative rights of such holders of The Shops
at Crystals Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“The Shops at
Crystals Mortgage Loan”: With respect to The Shops at Crystals Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 20 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-B-1-2
and promissory note B-2-B-1-2 and is pari passu in right of payment with The Shops at Crystals Non-Serviced Pari Passu Companion
Loans and generally senior in right of payment to The Shops at Crystals Non-Serviced Subordinate Companion Loans to the extent
set forth in The Shops at Crystals Intercreditor Agreement.


 


“The Shops at
Crystals Mortgaged Property”: The Mortgaged Property that secures The Shops at Crystals Whole Loan.


 


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


 


“The Shops at
Crystals Non-Serviced Subordinate Companion Loans”: With respect to The Shops at Crystals Whole Loan, as of the Closing
Date, the Companion Loans evidenced by the related promissory notes C-1, C-2, C-3, D-1, D-2, D-3, E-1, E-2 and E-3, made by the
related Mortgagor and secured by the Mortgage on The Shops at Crystals Mortgaged Property, which are not included in the Trust
and are generally subordinate in right of payment to The Shops at Crystals Mortgage Loan and The Shops at Crystals Non-Serviced
Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in The Shops at Crystals
Center Intercreditor Agreement.


 


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


 


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


 



    -121-


     


    

 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C31”.


 


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


 


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


 



    -122-


     


    

 


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


 


“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, in the sum of $290 per
month, which fee is included as part of the Certificate Administrator/Trustee Fee. No portion of the Trustee Fee shall be calculated
by reference to any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“UBS AG, New
York Branch Seller Defeasance Rights and Obligations” has the meaning set forth in Section 3.18(i) hereof.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, KeyBanc Capital Markets
Inc. and Drexel Hamilton, LLC.


 


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


 


	
        Class 
	 	
        Underlying
Class(es) 

	Class X-A	 	Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5
	Class X-B	 	Class A-S and Class B
	Class X-D	 	Class D
	Class X-E	 	Class E
	Class X-F	 	Class F
	Class X-G	 	Class G


 


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


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person
that made the Advance hereunder, on the


 



    -123-


     


    

 one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or
otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was
made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following to the extent not
included in the Unscheduled Principal Distribution Amount for any prior Distribution Date: (a) all Principal Prepayments received
on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees and Workout Fees payable in respect of the related Mortgage
Loan as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such amount
was transferred into the Collection Account during the related Collection Period, accrued interest on Advances and other additional
expenses of the Trust incurred in connection with the related Mortgage Loan and payable as of the date of receipt of such proceeds)
and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was
previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Lower-Tier
Regular Interests and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate 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 Bank
of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, 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


 



    -124-


     


    

 


Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Vintage Park
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 14, 2016, by and between
the holders of the Vintage Park Pari Passu Companion Loans and the holder of the Vintage Park Mortgage Loan, relating to the relative
rights of such holders of the Vintage Park Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Vintage Park
Mortgage Loan”: With respect to the Vintage Park 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 the related promissory notes A-2 and A-3 and
is pari passu in right of payment with the Vintage Park Serviced Pari Passu Companion Loans to the extent set forth in the
Vintage Park Intercreditor Agreement.


 


“Vintage Park
Mortgaged Property”: The Mortgaged Property that secures the Vintage Park Whole Loan.


 


“Vintage Park
PSA”: Any pooling and servicing agreement that creates a trust whose assets include a Vintage Park Serviced Pari Passu
Companion Loan.


 


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


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the
date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance of such Class, and the denominator of which is equal
to the aggregate Certificate Balance of all Classes of the Principal Balance Certificates, in each case determined as of the prior
Distribution Date (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant
to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), such numerator and denominator shall take
into account any notional reduction in the Certificate Balance of any Class of Principal Balance Certificates for


 



    -125-


     


    

 


Cumulative Appraisal
Reduction Amounts allocated to such Class). The Voting Rights of any Class of Certificates are required to be allocated among Certificateholders
of such Class in proportion to their respective Percentage Interests. The Class R Certificates will not be entitled to any
Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or, in the case
of the initial Distribution Date, as of the Closing Date).


 


“WFCM 2016-BNK1
PSA”: The pooling and servicing agreement, dated as of August 1, 2016, between Wells Fargo Commercial Mortgage Securities,
Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park
Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


“Whole Loan”:
Any of (i) the Huntington Center Whole Loan, (ii) the Vintage Park Whole Loan, (iii) the Simon Premium Outlets Whole Loan, (iv)
the Harlem USA Whole Loan, (v) the One Stamford Forum Whole Loan, (vi) the International Square Whole Loan, (vii) the Coconut Point
Whole Loan, (viii) the SSTII Self Storage Portfolio Whole Loan, (ix) the TEK Park Whole Loan, (x) The Shops at Crystals Whole Loan
and (xi) the MY Portfolio Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c) at a rate equal
to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments, prepayments (provided
that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect or a Material Breach shall
not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding any amount
for which a Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest)


 



    -126-


     


    

 


received on a Specially
Serviced Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section
3.11(c) of this Agreement; provided, that in no event shall the Workout Fee exceed $1,000,000, in the aggregate with
respect to any particular workout of a Mortgage Loan that is a Specially Serviced Loan; provided, further, that after
receipt by the Special Servicer of Workout Fees with respect to a Corrected Loan in an amount equal to $25,000, any Workout Fees
in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, that in the event
the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special
Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including
any related Serviced Companion Loan) equal to $25,000.


 


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


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


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


 


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


 


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


 


(iii)      Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect
to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized
Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and
(c) any recoveries on the related


 



    -127-


     


    

 


Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which
recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section
4.04(a).


 


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


 


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


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01      Conveyance of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in
trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the


 



    -128-


     


    

 


Mortgage Loan Schedule, (ii) the Depositor’s rights under
each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof (and
are so assigned hereunder); (iii) the Depositor’s rights under any Intercreditor Agreement and, if applicable, the related
Non-Serviced Mortgage Loan PSA or Other Pooling and Servicing Agreement with respect to any Mortgage Loan that is part of a Whole
Loan; and (v) all other assets included or to be included in the Lower-Tier REMIC or the Grantor Trust (in each case, other than
(w) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (x) prepayments
of principal collected on or before the Cut-off Date; (y) with respect to those Mortgage Loans that were closed in November
2016 but have their first Due Date in December 2016, any interest amounts relating to the period prior to the Cut-off Date; and
(z) any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed
Assets”). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the
Trustee of the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee
pursuant to Section 14 thereof it is intended that the Trustee get the benefit of Sections 1, 2, 4.1 (other than clause 4.1.7
and clause 4.1.14), 5, 9, 10, 11, 12, 13, and 15 thereof in connection with any exercise of rights under the assigned sections,
and the Depositor shall use its best efforts to make available to the Trustee the benefits of such sections in connection therewith.


 


(b)       In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing
Date, the documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii)
of the definition of “Mortgage File” (provided, that if any such document (other than a document specified in clause
(i) of the definition of “Mortgage File”) is not available on the Closing Date, it shall be delivered to the Custodian
in accordance with clause (B) below) and (B) on or before the date that is 45 days following the Closing Date (or such later date
as may be provided under Sections 2.01(b) or (c) hereof with respect to any item), the remainder of the Mortgage
File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date
(which delivery shall be subject to the penultimate paragraph of the definition of “Mortgage File”), any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Section 2.01(b) or Section 2.01(c)
of this Agreement (other than amounts from reserve accounts (which shall be delivered in accordance with Section 2.01(f)
of this Agreement) and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan,
and to take such other actions and pay such costs with respect to the Mortgage Loans as may be contemplated to be taken or paid
by the applicable Mortgage Loan Seller under Sections 2.01(b) and (c) hereof. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iii), (v), (vi) and/or (ix) of the definition of “Mortgage File” with evidence of
filing or recording thereon, solely because of a delay caused by the public filing or recording office where such document or instrument
has been delivered, or will be delivered within the forty-five (45) day period following the Closing Date, for filing or recordation,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and


 



    -129-


     


    

 


this Section 2.01(b) shall be deemed to
have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted
for filing or recording) is delivered to the Custodian within such forty-five (45) day period, and such delivery requirements shall
be deemed satisfied in full if either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents and/or
instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred eighty (180) days of the Closing Date (or within such longer period (not to exceed eighteen (18) months) after
the Closing Date as the Custodian shall consent to, which consent shall not be unreasonably withheld as long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such one hundred eighty (180) day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required
to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to
in clauses (ii), (iii), (v), (vi) and/or (ix) of the definition of “Mortgage
File,” with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including,
without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File,
if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the
case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the
original thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any
Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iv) or clause (vi) of the definition of “Mortgage File” solely because
of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such
Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with respect
to such Mortgage Loan (in fully complete and recordable form or form suitable for filing


 



    -130-


     


    

 


or recording, if applicable) are delivered
to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen
(18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to
the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office the applicable filing
or recording information as to the related document or instrument); and provided, further, that in the case of a
Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to the penultimate paragraph of the definition
of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for
recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iv) or
clause (vi) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such
assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the
form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording or
filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to 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 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 shall 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 shall, at its sole cost and expense,
cause each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement
(collectively, the “Assignments” and each, individually, an “Assignment”) relating to the
Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement to be prepared in proper form for filing or
recording, as applicable, and promptly (and in any event


 



    -131-


     


    

 


within one hundred twenty (120) days after the later of the Closing Date
and Seller’s actual receipt of the related documents and the necessary recording and filing information) submit such Assignments
for filing or recording, as the case may be, in the applicable public filing or recording office. On the Closing Date, the applicable
Mortgage Loan Seller may deliver one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit
H hereto to the Custodian as provided in Section 2.01(b). Each such Assignment submitted for recording shall reflect
that it (or a certified copy thereof) should be returned by the public recording office to the Custodian or its designee following
recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same
to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage
File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required
to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If
any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall cause (and pay the expenses for) the preparation of, and execute, replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office
by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the fact that such Assignments of Mortgages,
assignments of Assignments of Leases (to the extent separate from the Assignments of Mortgages) and assignments of UCC financing
statements shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree
that for all purposes the each Mortgage Loan shall be deemed to have been transferred from the applicable Mortgage Loan Seller
to the Depositor, and all Mortgage Loans shall be deemed to have been transferred from the Depositor to the Trustee on behalf of
the Certificateholders.


 


(d)       All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial


 



    -132-


     


    

 


statements, operating statements and any other information provided by the
respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
related Mortgage File (to the extent not already delivered or made available to the Master Servicer) shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and
shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder
of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents and records
shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence) that would
otherwise be a part of the Servicing File and shall include, with respect to any Whole Loan, a copy of the Mortgage Note evidencing
each related Companion Loan.


 


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


 


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


 


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


 



    -133-


     


    

 


(h)       Each Mortgage Loan Purchase Agreement shall provide that, within sixty (60) days after the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence File for each of its Mortgage Loans to the Depositor by uploading such
Diligence File to the IntraLinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later
than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via
e-mail to 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) an officer’s certificate signed by an authorized
officer of the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded to the IntraLinks
Site constitute all documents required under the definition of “Diligence File” and such Diligence Files are organized
and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and Mortgage Loan Seller
(the “Diligence File Certification”).


 


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


 


(b)       On the Closing Date in respect of the Initial Certification, and within seventy-five (75) days after the Closing Date
in respect of the Final Certification (or with respect to a Qualified Substitute Mortgage Loan within seventy-five (75) days after
the Due Date in the month of substitution), the Custodian, shall examine the Mortgage Files in its possession and shall deliver
to the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee,
the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller
(as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) a certification (the
“Initial Certification” and the “Final Certification”, respectively, in the respective forms
set forth as Exhibit Q-1 and Exhibit Q-2 hereto), that, except as specifically identified in any exception report
annexed to such writing (the applicable “Custodial Exception Report”), (i) with respect to the Initial Certification,
(A) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all
documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the


 



    -134-


     


    

 


definition
of “Mortgage File” are in its possession, (B) the documents listed in clause (A) have been reviewed by
the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (C) each Mortgage
Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”, and (ii) with respect
to the Final Certification, (A) subject to the final proviso of the definition of “Mortgage File” herein and Section
2.01 hereof, all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” required to be included in the Mortgage
File (to the extent required to be delivered pursuant to this Agreement), and with respect to all documents specified in the other
clauses of the definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian (on the
Trustee’s behalf) to be required pursuant to this Agreement, are in its possession, (B) the documents listed in clause
(A) have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity
date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (D) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of “Mortgage File”. With respect to each Mortgage
Loan listed on a Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)       The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q-2, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein
and Section 2.01 hereof, all documents specified in clauses (i), (ii), (iv), (v), (vi),
(vii), (viii), (x) and (xii), if any, of the definition of “Mortgage File”, as applicable,
are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have
been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan,
(iii) based on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity
date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (iv) each Mortgage Note
has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


(d)       Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of
a Material Defect in any of the documents specified in clauses (ii) through (vi) and (ix) in
the definition of “Mortgage File”, which Material Defect


 



    -135-


     


    

 


results solely from a delay in the return of the related documents
from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage
Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance
with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related
Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to
25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver
to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable,
shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer
that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in
the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it
has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists is
required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity
or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan
Purchase Agreement; provided, 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


 



    -136-


     


    

 


related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)       It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (iii), (x), (xi), (xii), (xiv), (xv)
and (xvii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor,
the Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC Financing
Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor,
except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian
has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should
include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has
two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national
forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable
for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements
were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(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


 



    -137-


     


    

 


required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)       If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from
any Person for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together
with a Repurchase Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable,
to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to
such 15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such
15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the
Master Servicer or Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which
may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next
Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller)
and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request
Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to
this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no
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


 



    -138-


     


    

 


‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 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 Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


 


(h)       The parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2 of the related Mortgage
Loan Purchase Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the
Custodian five (5) limited powers of attorney substantially in the form attached as Exhibit 4 thereto in favor of the Custodian
(on behalf of the Trustee) and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the
failure or incapacity of the Custodian (on behalf of the Trustee), the Special Servicer, to sign and/or submit, or to cause the
Custodian to sign and/or submit for recording, at the expense of Seller, any mortgage loan documents required to be recorded as
described in Section 2.01 of this Agreement and any intervening assignments with evidence of recording thereon that are required
to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian
on its behalf)). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian, the Trustee and the Special Servicer
in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence
with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is one hundred eighty (180) days following
the delivery of notice of such absence to the Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the
Closing Date, and (ii) the date (if any) on which such Mortgage


 



    -139-


     


    

 


Loan becomes a Specially Serviced Loan. The Custodian or the Special
Servicer, as applicable, shall submit such documents for recording, at the related Mortgage Loan Seller’s expense, after
the periods set forth above, provided, the Custodian or the Special Servicer, as applicable, shall not submit such assignments
for recording if the related Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment
for recording and certifies that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section 2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)        The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North
Carolina, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this
Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated
hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with
this Agreement;


 


(ii)       Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)      The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)      There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the


 



    -140-


     


    

 


validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)       The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)       After receipt of a Repurchase Request, the Special Servicer shall request in writing that the applicable Mortgage Loan Seller
cure the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period or repurchase
the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The Mortgage Loan Seller
is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect other than a Material Defect
relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code,
but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated
as a qualified mortgage (a “Qualified Mortgage Material Defect”), not later than ninety (90) days after the
applicable Mortgage Loan Seller’s receipt of notice of or, if earlier, such Mortgage Loan Seller’s discovery of such
Material Defect or receipt of notice of such Material Defect from any party to this Agreement or (ii) in the case of a Qualified
Mortgage Material Defect, not later than eighty-five (85) days after the earlier of (x) the discovery by the related Mortgage Loan
Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of such Material Defect from any party
to this Agreement (such ninety (90) or eighty-five (85) day period, as applicable, the “Initial Cure Period”),
(A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase
the affected Mortgage Loan or successor REO Loan at the applicable Purchase Price and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage
Loan or successor REO Loan (provided that (x) such affected Mortgage Loan or successor REO Loan was not itself a Qualified
Substitute Mortgage Loan and (y) in no event shall any such substitution occur on or after the second (2nd) anniversary
of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee
or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition
of Mortgage File by a date not later than eighteen (18) months following the Closing Date, and except with respect to a Qualified
Mortgage Material Defect, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and
the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the
Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon
the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or successor REO Loan or substitute a Qualified
Substitute Mortgage Loan) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage
Loan Seller is required to deliver a copy of an officer’s certificate to the


 



    -141-


     


    

 


Trustee, the Certificate Administrator (who
shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the
Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period; provided, further, that, if any such Material Defect is not cured after the Initial Cure
Period and any such Extended Cure Period solely due to the failure of the applicable Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Initial
Cure Period, that the Material Defect is still in effect solely because of its failure to have received the recorded document and
that the Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). If
the affected Mortgage Loan is to be repurchased, funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller, together with the portion of the Asset Representations Reviewer Asset Review Fees attributable to the Asset Review
with respect to such Mortgage Loan, shall be remitted by such Mortgage Loan Seller by wire transfer to the Master Servicer for
deposit into the Collection Account. In the event the Special Servicer is required to enforce the Repurchase Request related to
a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by the Special Servicer, the Master
Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, agrees to a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be remitted by wire transfer to the Special
Servicer for deposit into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.
In connection with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly
provide the Special Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if
such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing File and all information, documents and records
relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special
Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were
subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to
the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan. If such Loss


 



    -142-


     


    

 


of Value Payment is made, the Loss of Value Payment shall serve as the
sole remedy available to the Certificateholders and the Trust regarding the related Material Defect in lieu of any obligation of
the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based
on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between
the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that (i) prior to any
such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special Servicer, as applicable,
from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan
Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage
Loan; and (iii) a Qualified Mortgage Material Defect may not be cured by a Loss of Value Payment.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as
the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable
amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the
amount of any fees payable pursuant to Section 12.02(b) to the extent not previously paid by the Mortgage Loan Seller to
the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. Upon such remittance, the related Mortgage
Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject
of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment
made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan after the related
Due Date in the month of substitution, and Periodic Payments due with respect to the corresponding replaced Mortgage Loan (a “Deleted
Mortgage Loan”) on or prior to the related Due Date in the month of substitution (but after the related Cut-off date),
shall be part of the Trust Fund. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and Periodic Payments due with respect to the related Deleted Mortgage Loan after the related
Due Date in the month of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding the
foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated
by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated
by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not
be a Material Defect.


 



    -143-


     


    

 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


Upon any substitution
of a Qualified Substitute Mortgage Loan related to the repurchase or substitution of the affected Mortgage Loan pursuant to the
related Mortgage Loan Purchase Agreement, such Qualified Substitute Mortgage Loan will become part of the Trust Fund and be subject
to the terms of the related Mortgage Loan Purchase Agreement in all respects.


 


The repurchase or substitution
of any Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement will be on a whole-loan, servicing released basis.


 


(c)       Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following Defects shall be deemed to constitute
a “Material Defect” to the extent the absence of the related document results from the applicable Mortgage Loan Seller’s
failure to deliver such document: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the
Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on
its face; (b) the absence from the Mortgage File of the original signed Mortgage (or, with respect to any Non-Serviced Mortgage
Loan, a copy thereof) that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the
Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating
that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for
by clause (viii) of the definition of Mortgage File; (d) the absence from the Mortgage File of any required letter
of credit; or (e) the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground
Lease, if the Mortgage Loan is secured solely by the related Ground Lease. No Defect relating to any Non-Serviced Mortgage Loan
previously described in subclauses (b) through (e) of this Section 2.03(c) shall be considered to materially
and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such


 



    -144-


     


    

 


actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or
a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant
to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be
liable for any such loss to the extent provided for in Section 8.01 hereof. This Section 2.03(c) shall have no impact
on any determination as to whether a Breach with respect to any Mortgage Loan constitutes a Material Defect.


 


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


 


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


 



    -145-


     


    




 


(f)        The Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to
such extent and at such time as the Special Servicer would require were it, in its individual capacity, the owner of the affected
Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable
Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Special Servicer
shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses
or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit
in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid
pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)       If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the
Trust, the Master Servicer or the Special Servicer, as applicable, allocable to such Mortgage Loan. The Special Servicer shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard,
but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, that
the Special Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions
by it will not impair its collection or recovery of principal, interest and other sums due with respect to the related Mortgage
Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Special Servicer may
waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing
Standard.


 


(h)       If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the


 



    -146-


     


    

 


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,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(j)        With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against
the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its
respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still
held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies
against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then
both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loan can be modified


 



    -147-


     


    

 


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. However, if a Resolution Failure occurs with respect to the
Repurchase Request, the provisions described in Section 2.03(l)(i) below shall apply.


 


(iii)      In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its
respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage
Loan Purchase Agreement or as provided by law.


 


(l)        (i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether
the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such
notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). Such notice shall include


 



    -148-


     


    

 


(a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action and (b) a statement that in the event any Requesting Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow
the course of action agreed to and/or proposed by the majority of Requesting Certificateholders as provided below. If (a) the
Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action
to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the
“Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election
Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the
Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action for purposes of determining the course of action approved by the majority
of Certificateholders.


 


(ii)       If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing
Party, shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder
pursuant to Section 6.08.


 


(iii)      Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of
clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult
with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off


 



    -149-


     


    

 


Date. The Enforcing Servicer shall
be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent
of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)      If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)       If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If multiple Requesting Certificateholders timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority
of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation
or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) 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, that
such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder or
Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such
party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed
Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the
Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s
rights against the related Mortgage Loan Seller.


 


(vi)      Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall
not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with
respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it


 



    -150-


     


    

 


is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


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


 


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


 


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


 


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


 


(i)        The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller which such selection shall be made within 30 days of receipt of written notice of the Enforcing Party’s selection
of such nationally recognized mediation services provider (such provider, the “Mediation Services Provider”)
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services
Provider.


 


(ii)       The mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation
Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)      Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)      The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 



    -151-


     


    

  


(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 which such selection shall be made within 30 days of receipt of written notice of the Enforcing Party’s selection
of such nationally recognized arbitration services provider (such provider, the “Arbitration Services Provider”)
in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration
Services Provider.


 


(ii)       The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two
peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration
Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the
parties to the extent possible.


 


(iii)      Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)      After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment,
the arbitrator shall devise procedures 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


 



    -152-


     


    

 


presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)      The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)     By selecting arbitration, the Enforcing Party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)    No person may bring a putative or certificated class action to arbitration.


 


(o)       The following provisions will apply to both mediation and third-party arbitration:


 


(i)        Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(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.


 



    -153-


     


    




 


(iii)      The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)      In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall contain an acknowledgment that the Enforcing Servicer on behalf of the Trust shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination
Event has not occurred and is continuing) and in accordance with the Servicing Standard. All amounts recovered by the Enforcing
Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement
with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated
any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation,
neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated
to the Requesting Certificateholder.


 


(v)       In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)      The Trust (or the Trustee or the Enforcing Party, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, (A) the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the


 



    -154-


     


    

 


extent provided in Section 5.06,
(B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such
Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant
to Section 2.02(g) and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the
Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


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


 


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


 


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


 


Section 2.04     
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and
delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Lower-Tier Regular Interests and
the Class LR Interest to the Depositor; (ii)  the Trustee acknowledges the contribution by the Depositor of the Lower-Tier
Regular Interests to the Upper-Tier REMIC; and (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests,
the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the
Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the
Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it
or its designees of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier
REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


Section 2.05     
[RESERVED]


 






    -155-


     


    

 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01     The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Serviced Mortgage Loans, any related Serviced Companion Loans and any related REO Properties it is obligated
to service in accordance with applicable law, this Agreement, the Mortgage Loan documents and any 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
Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement
(and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement)
and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate
or pari passu nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between
this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that
in no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in
accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case
may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer
and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion
Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same
care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master
Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of principal
and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property,
maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced
Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any
related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion
Loan constituted a single lender), taking into account the subordinate or pari passu nature of the related Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving
due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship
that the Master Servicer, the Special Servicer or any


 



    -156-


     


    

 


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 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 or Special Servicer Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged
Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare,
or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified
herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced
Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master
Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer
to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not have any
responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement.
The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by the Master
Servicer, in its capacity as Master Servicer, of its duties under this Agreement.


 



    -157-


     


    

 


Each Mortgage Loan or any related Serviced Companion
Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section
3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of this Agreement,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related Serviced Companion
Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements,
budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the Master Servicer,
the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect
required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated
through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied
guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans
or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement
to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to
be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise
to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion
Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason
that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery
is less than the amount reflected in such determination.


 


(b)       Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, subject
to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such
servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality
of the foregoing, each of the Master Servicer and the Special Servicer (with respect to (x) Special Servicer Decisions and Major
Decisions and (y) the Specially Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if applicable,
the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf
of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee
or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this
Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property
and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements
and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the


 



    -158-


     


    

 


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, that the Trustee shall not be held responsible or liable for any
acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney
by the Master Servicer or the Special Servicer. The Master Servicer shall prepare and make all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the
Trustee’s security interest in such property, including without limitation (i) continuation statements, and (ii) such
other statements as may be occasioned by any transfer of any interest of the Master Servicer or the Depositor in such property.
In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction. In connection herewith, the Trustee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited,
in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall
then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or
such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 



    -159-


     


    

 


(c)       To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to
who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


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


 


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


 


(f)        Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer
shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on Annex A-1
to the Prospectus, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service
the related Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases
shall be paid by the related Mortgagor.


 



    -160-


     


    

 


With respect to letters
of credit delivered in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”, (a) within
sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other applicable
Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the 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 Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31”.  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.


 



    -161-


     


    

 


Neither the Master Servicer
nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under
the related Mortgage Loan Purchase Agreement.


 


(g)          
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
a Servicing Advance with respect to any Serviced Companion Loan to the extent the related Serviced Pari Passu Mortgage Loan has
been paid in full or is no longer included in the Trust Fund.


 


(h)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Pari Passu Mortgage Loan or any related REO Property is part
of the Trust Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent
with the related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust
or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)           
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the
extent the Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan or (ii) with respect to any Serviced AB Whole Loan, first, by the related Serviced Subordinate Companion Loan
and then, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with
the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan.


 


(j)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Pari Passu Mortgage Loan is no longer part of the Trust Fund, until
such time as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect
to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken while
the related Serviced Pari Passu Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect
to such Serviced Whole Loan on and after the date the


 






    -162-


     


    

 


related
Serviced Pari Passu Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer
shall have no obligation to make any Advance on or after the date such Serviced Pari Passu Mortgage Loan ceases to be part of
the Trust Fund; provided, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan
continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related
Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to
make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance
is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made
on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other Servicer as
contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole
Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances
had been made by the Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall
use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)            
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until
such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in
accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates
then outstanding.


 


(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


 






    -163-


     


    

 


responsibilities
hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to a Serviced Whole Loan are
limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer (or, if a Serviced Whole Loan
becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to
obtain the benefits of the rights of the Trust (as holder of the related Serviced Pari Passu Mortgage Loan) under the related
Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions
of the related Intercreditor Agreement shall control.


 


(n)          
In connection with the securitization of a Servicing Shift Control Note, while it is a Serviced Companion Loan, upon the
request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the
Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information
relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for
inclusion in any disclosure document(s) relating to the applicable Other Securitization.


 


(o)          
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section 3.02       
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures
as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect
to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any
portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it
is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any
Mortgage Loan or


 






    -164-


     


    

 


Serviced
Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month
period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred
and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such
24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer
or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed
waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as
applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of
giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided,
further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or Special
Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing
Certificateholder; provided, further, that the Directing Certificateholder shall have no consent rights with respect
to any Excluded Loan with respect to the foregoing waivers.


 


(b)          
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, that absent express provisions in the related Mortgage Loan
documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection
with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form
of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in
the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the
related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery
of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess
of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from


 






    -165-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 






    -166-


     


    

 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Serviced Pari Passu Mortgage Loan that is part of
a Serviced Whole Loan, amounts collected with respect to such Serviced Whole Loan shall be allocated first pursuant to the terms
of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Pari Passu Mortgage Loan shall be
subject to application as described above.


 


(ii)           
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with
respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or clause second, as a recovery
of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess
of (i) accrued and unpaid interest on such Mortgage Loan at the applicable Mortgage Rate in effect from


 






    -167-


     


    

 


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


 


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


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, plus (ii) any accrued and unpaid interest (exclusive of default interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause fifth or clause fifth
of subsection (b)(i) above on earlier dates);


 


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


 


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


 


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


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess
Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees
and then, allocated to Operating Advisor Consulting Fees); and


 


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,


 






    -168-


     


    

 


further, that with respect to each Serviced
Pari Passu Mortgage Loan that is part of a Serviced Whole Loan, amounts collected with respect to such Serviced Whole Loan shall
be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related
Serviced Pari Passu Mortgage Loan shall be subject to application as described above.


 


(iii)         
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)          
In the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any
Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case
may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.02(a).


 


(e)           
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter
of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer
shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and, prior to an event of default under the applicable Mortgage Loan documents, may not apply such items to reduce the
principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required to do so pursuant to the applicable
Mortgage Loan documents, applicable law or court order.


 


(f)           
(i) Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, (ii) promptly following the Certificate
Administrator’s receipt of notice of the related Controlling Companion Loan Securitization Date (which notice shall contain
the related Non-Serviced Master Servicer’s address), in the case of each Servicing Shift Whole Loan, and (iii) promptly following
the Certificate Administrator’s receipt of notice of the Coconut Point


 






    -169-


     


    

 


Companion
Loan Securitization Date (which notice shall contain the related Non-Serviced Master Servicer’s address), the Certificate
Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master
Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that,
as of such date, the Trust is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement
and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds,
deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit
of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify
respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents,
or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts
to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing
Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse
the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as
may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable
law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer;
(v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges
to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall
pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of
the related Mortgage Loan or Companion Loan; provided, 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.


 






    -170-


     


    

 


(b)          
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall maintain accurate records
with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof. The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Serviced Mortgage Loans and each Serviced Companion Loan, shall use reasonable efforts consistent with
the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall
effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or
termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the Master
Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms of the related Serviced
Mortgage Loan and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service
and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance
with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the
extent that a Serviced Mortgage Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for
the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)           
In accordance with the Servicing Standard and for each Serviced Mortgage Loan and each Serviced Whole Loan, as applicable,
the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate
taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO
Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a
timely basis, and provided, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance
and provided, further, 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


 






    -171-


     


    

 


any
Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis; provided, further, that, other than for Servicing Advances to be made on an emergency
or urgent basis, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month
(although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of such
Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such Servicing
Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing
Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master
Servicer request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of 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


 






    -172-


     


    

 


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, but shall in no
way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any Advance
is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously
made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance.
All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including,
without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added
to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding
that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails
to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has
actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any
Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master
Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from
being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances
from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-


 






    -173-


     


    

 


Serviced
PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances
with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the
applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor
Agreement.


 


(d)          
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from
the holder of the related Companion Loan.


 


(e)           
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a 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 Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account.
(a)  The Master Servicer shall establish and maintain, or cause to be


 






    -174-


     


    

 


established
and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis and
in no event later than the second Business Day following receipt of available and properly identified funds (in the case of payments
by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received
from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)         
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)         
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)        
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the
Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)         
any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 






    -175-


     


    

 


(vii)       
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give 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 and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other
than Holders of the Excess Interest Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests, (ii) the
Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders of the Excess Interest
Certificates), and (iii) the Excess


 






    -176-


     


    

 


Interest
Distribution Account for the benefit of the Holders of the Excess Interest Certificates. The Master Servicer shall deliver to
the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier
REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds) for
the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).
For the avoidance of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held
in the Distribution Account, the Interest Reserve Account and the Excess Interest Distribution Account shall remain uninvested.
Notwithstanding the foregoing, there are no ARD Loans included in the Trust Fund and, accordingly, no Excess Interest is payable
to the Trust, and any obligation to establish an Excess Interest Distribution Account shall be disregarded.


 


If there are any ARD
Loans in the Trust Fund, then the Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j) of
this Agreement.


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly identified
funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account any and
all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor
Agreement to be deposited therein; provided, that the Companion Paying Agent shall separately track for each Serviced Companion
Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying
Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate
amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of
available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement
and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating
to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance
Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal
to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make
the payments and remittance described in Section 4.01(k), which payments and remittance shall be made, in each case, on
the Serviced Whole Loan Remittance Date.


 






    -177-


     


    

 


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


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)         
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in
the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


 


(iv)         
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 






    -178-


     


    

 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, that such funds may be invested and, if invested, shall be invested by, and
at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National Association)
in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable on demand,
not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution
Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All
such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo
Bank, National Association [or name of successor certificate administrator], as Certificate Administrator, for the benefit of Wilmington
Trust, National Association, as Trustee for the Holders of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
Certificates, Series 2016-C31 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer
or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 






    -179-


     


    

 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest 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 Excess Interest Certificates. The Excess Interest Distribution Account
shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          
Following the distribution of Excess Interest to Holders of the Excess Interest Certificates on the first Distribution Date
after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate
Administrator shall terminate the Excess Interest Distribution Account.


 


(e)           
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master
Servicer, which shall remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any
gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 






    -180-


     


    

 


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


 


(g)          
[RESERVED].


 


(h)          
[RESERVED].


 


(i)            
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section
3.05(g) of this Agreement, the 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
shall be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not
being an order of priority and without duplication of the same payment or reimbursement):


 


(i)           
(A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit
to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect
to the Companion Loans;


 


(ii)          
(A)  to pay itself (or, with respect to any Excess Servicing Fee Rights, 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


 






    -181-


     


    

 


Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any
Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received
on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan,
as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to
a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related Serviced Subordinate Companion Loan, as applicable, and then,
from the Serviced AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties, (C) to
pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting
Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this
clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,
P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds),
such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer
Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with
any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)           
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Pari Passu Mortgage Loan and
not from any amounts collected with respect to any related Serviced Companion Loan prior to reimbursement from other funds unrelated


 






    -182-


     


    

 


to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance
with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(iv)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Serviced Mortgage Loan or any related Companion Loan or any REO Property being
limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms
of the related Intercreditor Agreement with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated
Principal Balances), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account related to any Mortgage Loan); provided, that if such Servicing Advance becomes a Workout-Delayed Reimbursement
Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)           
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the
general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor


 






    -183-


     


    

 


Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related Serviced Subordinate Companion Loan (if any) and then from the Serviced AB Mortgage Loan and provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole
Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that
with respect to a Serviced Pari Passu Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from
the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Pari Passu Mortgage Loan
(and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Pari Passu Mortgage Loan and Serviced Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage
Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)           
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself or the Trustee, or Other Trustee or Other Servicer as the case may be,
any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Pari Passu Mortgage Loan shall not be paid from funds actually distributable to any related
Serviced Companion Loan;


 


(vii)           
to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred
by such Person in the performance of


 






    -184-


     


    

 


its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller
or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation
of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect
to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount
paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


(viii)        
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in the performance of its duties under Section 2.02 or Section 2.03 of this Agreement, as applicable,
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)          
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, in each
case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)           
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts 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


 






    -185-


     


    

 


than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been
paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than
Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)           
to recoup any amounts deposited in the Collection Account in error;


 


(xii)         
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)         
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and Section 10.01(g) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections 13.01(a) or 13.01(c) in connection with an amendment to this
Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such
reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances,
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)         
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the


 






    -186-


     


    

 


extent
that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(h);


 


(xv)         
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)        
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan, all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


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


 


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


 


(xx)         
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxi)        
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable Non-Serviced Paying Agent
or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage 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.


 






    -187-


     


    

 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.


 


The Master Servicer shall
use commercially reasonable efforts to remit to the Certificate Administrator for deposit in the Distribution Account on the Remittance
Date during any calendar month any Balloon Payments received during the period that begins two (2) Business Days immediately preceding
such Remittance Date and ends on such Remittance Date. If, in connection with any Distribution Date, the Certificate Administrator
has reported the amount of an anticipated distribution to DTC based on the receipt of payments as of the Determination Date and
Balloon Payments are subsequently received by the Master Servicer and will be remitted by the Master Servicer to the Certificate
Administrator for deposit in the Distribution Account on the related Remittance Date as described in the preceding sentence for
potential inclusion as part of the Available Funds for such Distribution Date, then the Master Servicer shall promptly notify the
Certificate Administrator and the Certificate Administrator shall use commercially reasonable efforts to cause DTC to make the
revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate
Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders
solely on the basis of the actions described in the preceding sentence. For purposes of the definitions of “Available Funds”
and “Principal Distribution Amount,” any Balloon Payments that are received on or prior to the Remittance Date in any
Collection Period but are includable in the distributions on the Distribution Date in such Collection Period as provided above
shall each be deemed to have been collected in the prior Collection Period.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not
specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion
Loan, as applicable.


 


(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


 






    -188-


     


    

 


Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant
to Section 4.01(c);


 


(ii)           
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          
to pay the Certificate Administrator, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by Section
8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)          
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by Section 10.01(g) or Section 10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section
13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which
amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to
Section 13.01(g);


 


(v)           
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(h);


 


(vi)          
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)         
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


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


 


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


 






    -189-


     


    

 


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


 


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


 


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


 


(e)           
[RESERVED].


 


(f)           
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee
Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full
prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees,
the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator/Trustee
Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection
Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 


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


 


(ii)           
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of,
any expense or Liquidation Fee relating to


 






    -190-


     


    

 


such Mortgage Loan or any related Serviced REO Property that constitutes or, if not
paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


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


 


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


 


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


 


(h)           
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received
by the Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (g)(i)–(g)(iv) of the prior paragraph.


 


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


 


Section 3.06       
Investment of Funds in the Collection Account and the REO Account. (a)  The Master Servicer may direct
any depository institution maintaining the Collection Account, the Companion Distribution Account or any other Servicing Account,
escrow account or reserve account held by the Master Servicer (for purposes of this Section 3.06, an “Investment
Account”), the Special Servicer may direct any depository institution maintaining the REO Account or the Loss of Value
Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is
such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the
next succeeding date on which funds are required to be withdrawn from such


 






    -191-


     


    

 


account
pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon
and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or
the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders.
The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account,
escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
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, the REO Account or any other escrow accounts or reserve accounts,
as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the
Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may
perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment
held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the
Master Servicer) or the Special Servicer (in the case of the REO Account, the Loss of Value Reserve Fund 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 other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer to the extent of the
Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to
and including the P&I Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of
the Master Servicer to the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall
be subject to its withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or


 






    -192-


     


    

 


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 applicable, would have been entitled to any Net Investment
Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in any of the
Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account,
the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account,
escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
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 Account both (x) at the time the investment was made and (y) thirty (30) days prior to
such insolvency).


 


(c)           
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07       
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If
the


 






    -193-


     


    

 


Mortgagor
does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing
Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain
all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can
be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination
Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available
or not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related Serviced AB Control Appraisal Period, with
the consent of the holder of the related Serviced Subordinate Companion Loan)) by the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect
to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor
to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such
insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing
of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master Servicer will be obligated
to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against
property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default
(as determined by the Special Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder) and only in the event the Trustee has
an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and,
if available, can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to
rely on insurance consultants (at the applicable servicer’s expense) in determining whether any insurance is available at
commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the
Special Servicer as provided in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO
Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor
under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder)
that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest,
in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance
Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause,
with loss payable to the Master Servicer on behalf of the Trustee (in the case


 






    -194-


     


    

 


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 Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance
with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance
Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than
any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related
Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage
Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies
with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section
3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance
(so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to
any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the
Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental
insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to


 






    -195-


     


    

 


maintain
insurance in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan)
reasonably requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing
Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged
Property contain Additional Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to
conclusively rely upon certificates of insurance in determining whether such policies contain Additional Exclusions, (B) request
the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation
as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any
insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s
compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the
insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines
in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall
notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance
to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making
such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer)
in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions
in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage
Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included
in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included
in the Trust. During the period that the Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Certificateholder, neither the Master Servicer nor the Special Servicer will be liable for any loss related
to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of
its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or cause such insurance
to be maintained.


 


(b)          
(i)  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would
have been covered under the individual policy but are not covered under the blanket Insurance Policy


 






    -196-


     


    

 


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 payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)          
Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy
with a Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the


 






    -197-


     


    

 


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 lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master
Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded
Loan or prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on
deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)           
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s and “A-” by Fitch (if rated by Fitch), the Master Servicer (or
its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to any of its obligation under this Section 3.07.


 






    -198-


     


    

 


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


 


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


 


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


 


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


 


then, for so long as
such Mortgage Loan (and any related Serviced Companion Loan, if applicable) is being serviced under this Agreement, the Master
Servicer (with respect to any Mortgage Loan that is not a Specially Serviced Loan and provided that the related matter does not
involve a Special Servicer Decision or a Major Decision) or the Special Servicer (in any other case), on behalf of the Trustee
as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion
Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive its right to exercise such rights, provided that (i) with respect to such waiver
of rights, if such waiver is by the Master Servicer, the Master Servicer shall obtain the prior written consent of the Special
Servicer (it being understood that, if the Master Servicer is recommending approval of such action, the Master Servicer shall promptly
provide the Special Servicer with notice of any request for such action, the Master Servicer’s written recommendation and
analysis and all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer
in order to make an informed decision with respect to such waiver) (provided that such consent will be deemed given fifteen
(15) Business Days (or five (5) Business Days after the time period provided for in any related Intercreditor Agreement) after
the Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect to such waiver
and all information reasonably requested by the Special Servicer, and reasonably available to the Master Servicer, in order to
grant or withhold such consent) and prior to the occurrence and continuance of any Control Termination Event and other than with
respect to an Excluded Loan, the Special Servicer has obtained the prior written consent (or deemed consent) of the Directing Certificateholder
(or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other
than with respect to an Excluded Loan, the Special Servicer has consulted with the Directing Certificateholder), which consent
will be deemed given ten (10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer,


 






    -199-


     


    

 


with respect to such proposed waiver or proposed granting of consent and (ii) with
respect to any Mortgage Loan that (A) represents at least 5% of the aggregate Certificate Balance of the Principal Balance
Certificates, (B) has an unpaid principal balance that exceeds $35 million or (C) is one of the then current ten (10)
largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based on principal balance, a Rating Agency Confirmation
is received by the Master Servicer or the Special Servicer, as the case may be, with respect to each Rating Agency and any applicable
rating agency rating any class of 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); however, no such Rating Agency Confirmation will be required if such Mortgage Loan has
an unpaid principal balance less than $5,000,000. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(a), the Master Servicer or the
Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information
provider under the related Other Securitization, in each case in accordance with Section 3.25 of this Agreement.


 


If any Serviced Mortgage
Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred
without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage
Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially
Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion Loans, on behalf of the Trustee as the mortgagee
of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect
to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does
not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer,
on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been
satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision with respect
to any Non-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 related Special
Servicer Decision or Major Decision. However, regardless of whether the Master Servicer or the Special


 






    -200-


     


    

 


Servicer
is required to process any request, any Special Servicer Decision or Major Decision (with respect to any Serviced Mortgage Loan)
will require the consent or approval (or deemed consent or approval) of the Special Servicer.


 


(b)          
As to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)           
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as
such Mortgage Loan (and any related Serviced Companion Loan, if applicable) is being serviced under this Agreement, the Master
Servicer (with respect to any Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan and provided
that related the matter does not involve a Special Servicer Decision or a Major Decision) or the Special Servicer (in any other
case), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to a Mortgage
Loan containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to withhold
its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to
waive its right to exercise such rights, provided, that the Master Servicer, prior to itself taking such an action, has
obtained the consent of the Special Servicer (it being understood that, if the Master Servicer is recommending approval of such
action, the Master Servicer shall promptly provide the Special Servicer with notice of any request for such action, the Master
Servicer’s written recommendation and analysis and all information reasonably available to the Master Servicer that may be
reasonably requested by the Special Servicer in order to grant or withhold such consent) (provided that such consent shall
be deemed given 15 Business Days (or 5 Business Days after the time period provided for in any related Intercreditor Agreement)
after the Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect to such
waiver and all information reasonably requested by the Special Servicer, and reasonably available to the Master Servicer, in order
to make an informed decision with respect to such waiver), (i) prior to the occurrence and continuance of any Control Termination
Event and other than with respect to an Excluded Loan, the Special Servicer has obtained the prior written consent (or deemed consent)
of the Directing Certificateholder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation
Termination Event and other than with respect to an Excluded Loan, the Special Servicer has consulted with the Directing Certificateholder),
which consent shall be deemed given 10 Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis with respect to such waiver and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the Special Servicer, with respect to such proposed waiver or proposed granting of consent, and (ii) the
Master


 






    -201-


     


    

 


Servicer or the Special Servicer has received a Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings of any class of Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the
Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and
proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the
Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater
than $20,000,000; provided, that with respect to subclauses (A), (B), (C) and (D) of this subclause (ii), such Mortgage
Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the
Operating Advisor.


 


In connection with any
request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(b), the Master Servicer or the
Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information
provider under the related Other Securitization, in each case 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 Master Servicer or the Special Servicer, as applicable,
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially
Serviced Loans which do not allow the mortgagee discretion in


 






    -202-


     


    

 


determining
whether conditions are satisfied, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination
with respect to whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision with respect
to any Non-Specially Serviced Loan (or a related Serviced Pari Passu Companion 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 related Special Servicer Decision or 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 applicable, shall provide copies of any final waivers (except with respect to provision of
any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section
3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify
the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant
to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)           
Pursuant to each Mortgage Loan Purchase Agreement, if there is a breach of the representations and warranties set forth
in paragraph 30 or paragraph 32 in Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses
associated with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an
amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust
fund expense (and, if applicable, to pay the amount of any fees and expenses of the Asset Representations Reviewer related to the
Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).


 


(f)           
Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause without the consent of the Special Servicer and
the Special


 






    -203-


     


    

 


Servicer
may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating
to any Non-Specially Serviced Loan or relating to any Specially Serviced Loan without ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder
(or (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant
to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along
with the Master Servicer’s or Special Servicer’s recommendation and analysis with respect to such proposed waiver
or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request from the
Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause
in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have
consented to such proposed waiver or consent).


 


(g)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or Special Servicer, as applicable,
makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related
Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent
of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless
such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for
in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


 


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing
any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue
in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer
or Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property
unless 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


 






    -204-


     


    

 


reimbursement
to the Master Servicer for such Servicing Advance, and the Master Servicer or Special Servicer has not determined that such Servicing
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred
by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case,
such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section
3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer
on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property,
as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described
in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made
in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event (and such Opinion of Counsel may be premised on the designation hereby
of any such personal property as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations
Section 1.860G-2(h)) with the owner of such personal property for federal income tax purposes to be designated at such time).


 


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


 






    -205-


     


    

 


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


 


(ii)           
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to
Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the
terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each
environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under
such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Pari Passu Mortgage
Loan, any related Serviced Companion Loan, and (ii) there has been no breach of any of the representations and warranties
set forth in or required to be made pursuant to Section 4 of each of the Mortgage Loan Purchase


 






    -206-


     


    

 


Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 5 of
the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best
economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior
to the occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Mortgage Loan, after the
occurrence and during the continuation of a Serviced AB Control Appraisal Period, but prior to the occurrence and continuance
of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the Directing
Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage,
provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to
the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence
of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder,
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate
Administrator shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to
the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written
consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting
Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted
under the related Mortgage Loan documents.


 


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


 


(f)           
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all


 






    -207-


     


    

 


forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


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


 


(h)          
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10       
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a)  Upon the payment in
full of any Serviced Mortgage Loan, or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer, as the
case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect
that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited.
Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer
or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release
the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the case of the
payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the
Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Serviced Mortgage Loan (and any related Companion
Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or
the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian,
or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion
Loan), was liquidated and that all amounts received or to be


 






    -208-


     


    

 


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 and Serviced Companion Loan (and any successor REO Loan)
(including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under
any related Non-Serviced PSA). As to each such Mortgage Loan, Serviced Companion Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan, Serviced Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage
Loan, Serviced Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for
the same period respecting which any related interest payment due on such Mortgage Loan or Serviced Companion Loan or deemed to
be due on such REO Loan is computed. The Servicing Fee with respect to any such Mortgage Loan, Serviced Companion Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan
is part of a Serviced Whole Loan and such Serviced Whole Loan


 






    -209-


     


    

 


continues
to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly,
on a loan-by-loan basis, from payments of interest on each such Mortgage Loan, Serviced Companion Loan and REO Revenues allocable
as interest on each such REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled
to recover unpaid Servicing Fees in respect of any such Mortgage Loan, Serviced Companion Loan or REO Loan out of that portion
of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable
as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof
or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced Pari Passu Companion
Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion
Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer and
any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall
have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit TT-2
attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset
Representations Reviewer or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee
Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master
Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such
Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right
by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess
Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the
Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar,
the Operating Advisor, the Asset Representations Reviewer and the Special Servicer against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities
laws or is not made in accordance with such federal


 






    -210-


     


    

 


and
state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right,
the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a
violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such
Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale,
pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced
Companion Loan or any successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out
of the Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or any successor
REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business
Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided
by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under
this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian,
the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer or the
Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the
Excess Servicing Fee Right.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions
or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement); provided that with respect to such transactions, the consent and/or processing
of the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required
(including, without limitation, a modification, waiver, extension or amendment processed by the Special Servicer), then the Master
Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar fees received
on any Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor
Agreement) for which the Master Servicer is processing the underlying assumption related transaction (whether or not the consent
of the Special Servicer is required) and 100% of all defeasance fees (provided that, for the avoidance of doubt, any such
defeasance fee will not include any Modification Fees or waiver fees in connection with a defeasance to which the Special Servicer
is entitled hereunder); (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption
application and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions
and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid; and (iv) 50%
of all assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance
fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related


 






    -211-


     


    

 


Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s consent
or approval is required (including, without limitation, an assumption, waiver, consent or other action processed by the Special
Servicer) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan or related Serviced
Pari Passu Companion Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary
statements or demands and other customary charges, amounts collected by the Master Servicer for checks returned for insufficient
funds and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under
the related Mortgage Loan documents, in each case only to the extent actually paid by the related Mortgagor and shall not be required
to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or
Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest
or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account
in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Accounts which are not required
by applicable law or the related Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between
Prepayment Interest Excesses (to the extent not payable by the Master Servicer as a Compensating Interest Payment) and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than any Non-Serviced 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.


 


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


 






    -212-


     


    

 


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 Excess Servicing Fee Rights; provided, that in the event of any resignation or termination of such Master
Servicer, all or any portion of the Excess Servicing Fee Rights may be reduced by the Trustee to the extent reasonably necessary
(in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of
the Retained Fee Rate, and any such assignment of the Excess Servicing Fee Rights shall, by its terms be expressly subject to the
terms of this Agreement and such reduction. The Master Servicer shall pay the Excess Servicing Fee to the holder of the Excess
Servicing Fee Rights at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder,
notwithstanding any resignation or termination of Wells Fargo Bank, National Association as Master Servicer hereunder (subject
to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole 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,
in each case received on any Mortgage Loans for which the Special Servicer is processing the underlying assumption-related transaction,
(iii) 100% of assumption, waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other
actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related
Mortgagor (other than assumption application fees), and (iv) 50% of all Excess Modification Fees and assumption, waiver, consent
and earnout fees pursuant to Section 3.08 or Section 3.18 received with respect to all Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), and, in all
cases, for which the Special Servicer’s processing, consent or approval is required, shall be promptly paid to the Special
Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and
shall not be required to be


 






    -213-


     


    

 


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 and the Loss
of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually
paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of
a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount
equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that in the event the Workout Fee collected over the course of such Workout calculated at the
Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the
related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to
the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000. The Workout
Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which fee would otherwise
be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect
to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new
Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer
shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout
Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns
or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning
or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring
or Workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three
consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such
three consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout
Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will
be payable with respect to (a) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other
than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and


 






    -214-


     


    

 


Condemnation
Proceeds and (b) each Mortgaged Loan repurchased by a Mortgage Loan Seller, in each case, subject to the exceptions set forth
in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation
Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected
Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the
portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such
Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect
to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the
related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates
such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special
Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO Properties, due
and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the Collection
Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.


 


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


 


Notwithstanding anything
to the contrary, the Special Servicer shall be entitled to charge and retain reasonable review fees in connection with any borrower
request to the extent such fees are not prohibited under the related Mortgage Loan documents and are actually paid by or on behalf
of the related borrower.


 


(d)          
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion Loan
since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master


 






    -215-


     


    

 


Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to
a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced
PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the
foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement
after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section
3.11(d).


 


(e)           
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within 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


 






    -216-


     


    

 


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


 


(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


(h)          
If a Servicing Shift Mortgage Loan becomes a Specially Serviced Loan prior to the related Controlling Companion Loan Securitization
Date, the Special Servicer shall service and administer the related Servicing Shift Whole Loan and any related REO Property in
the same manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned
with respect to such Servicing Shift Whole Loan during the period for which it acts as Special Servicer of such Servicing Shift
Whole Loan. With respect to each Servicing Shift Mortgage Loan, prior to the related Controlling Companion Loan 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 related Controlling Companion Loan Securitization Date, the related Non-Serviced
Special Servicer and the Special Servicer shall be entitled to compensation with respect to the related Servicing Shift Whole Loan
as if the Special Servicer were being terminated as Special Servicer and the related Non-Serviced Special Servicer were replacing
it as the successor special servicer. Upon receipt of notice of its termination as Special Servicer with respect to a Servicing
Shift Whole Loan, the Special Servicer shall reasonably cooperate with the related Non-Serviced Special Servicer in connection
with the servicing transition of the related Servicing Shift Whole Loan on and after the related Controlling Companion Loan Securitization
Date.


 


Section 3.12       
Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Serviced Mortgage
Loan (other than any Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every
twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in
the calendar year 2018; provided, that if a physical inspection has been performed by the Special Servicer in the previous
twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical
inspection, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special
Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.
The cost of such inspection by the Special


 






    -217-


     


    

 


Servicer
pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not
paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then
from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan,
such cost shall be payable, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan, in accordance with their respective Stated Principal Balances, in each case, prior to being payable out of general
collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report
of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection
and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge
of and the Master Servicer or Special Servicer, as applicable, deems material, (ii) any sale, transfer or abandonment of
the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any
adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
from the inspection, and that the Master Servicer or Special Servicer, as applicable, deems material, (iv) any visible material
waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection
and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following
preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the
Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan).
Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master
Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special
Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for review by Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is a Specially Serviced
Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy
of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request
may state that such items may be delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan, shall use efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor
quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and
the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to
the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of
the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related
Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required
to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements
pursuant to the terms of the Mortgage Loan documents. In addition, the


 






    -218-


     


    

 


Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of
each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all
such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer,
as applicable, shall deliver copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the
Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing 2017. Upon the request of any
Privileged Person (other than the NRSROs) to receive copies of all or any portion of such items, the Master Servicer or the Special
Servicer, as applicable, shall deliver electronic copies of such requested items to the Certificate Administrator to be posted
on the Certificate Administrator’s Website. Upon the request of any NRSRO to receive copies of all or any portion of such
items, the Master Servicer or Special Servicer, as applicable, shall deliver copies of the requested items so collected thereby
to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the Master
Servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan or a Non-Serviced Mortgage Loan) or the Special
Servicer (with respect to Specially Serviced Loans 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 with the quarter ending
March 31, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required
by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information)
for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, that any analysis or report
with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable
CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines
provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged
Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Pari Passu Mortgage
Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or
Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available
copies (in electronic format) of each CREFC® Operating Statement Analysis Report and the related operating statements
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) 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


 






    -219-


     


    

 


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 each
Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable,
shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and the related operating
statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate
Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan) and
the Special Servicer.


 


Notwithstanding
the foregoing, any documentation delivered pursuant to clause (i) or (ii) above shall be delivered to the 17g-5 Information
Provider upon request.


 


(c)           
At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than
a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably
acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special
Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


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


 






    -220-


     


    

 



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 the CREFC® Appraisal Reduction Template if provided for such Distribution Date. 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 required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


(f)          
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the
extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 






    -221-


     


    

 


(g)          Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13       
Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee
and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours
at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided
by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix
to any information provided by it a reasonable


 






    -222-


     


    

 


statement regarding securities law restrictions on such information and/or condition
access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X,
or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage
Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or
would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the
failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant
to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such
disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest
of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any Serviced
Subordinate Companion Loan, the holder of such Serviced Subordinate Companion Loan) that has delivered an Investor Certification
to the Master Servicer or the Special Servicer, as applicable, the Master Servicer (with respect to Non-Specially Serviced Loans)
and the Special Servicer (with respect to Specially Serviced Loans) may provide (or forward electronically) or make available at
the expense of such Certificateholder or holder of such Serviced Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of a Serviced Subordinate Companion Loan, as the case may be) obtained by the
Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such Serviced Subordinate Companion Loan, as
applicable, may have under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 






    -223-


     


    

 


(b)           The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


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


 


(A)          the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


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


 


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


 


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


 


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


 


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


 


(A)         any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(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


 






    -224-


     


    

 


(C)          all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)         summaries of Final Asset Status Reports or, prior to a Serviced AB Control Appraisal Period, summaries of Asset Status Reports
approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant
to Section 3.19(d);


 


(B)          all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section
3.12(a);


 


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


 


(D)          the CREFC® Appraisal Reduction Template;


 


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


 


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


 


(B)          any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(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


 






    -225-


     


    

 


trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


(J)           any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)          any notice of termination pursuant to Section 9.01;


 


(L)          any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of
the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section
3.26 or Section 12.03, respectively;


 


(M)         any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


 


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


 


(O)          any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          any notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any assessments of compliance delivered to the Certificate Administrator; and


 


(S)          any attestation reports delivered to the Certificate Administrator;


 


(T)          any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.06;


 


(U)          any Proposed Course of Action Notice;


 


(vi)          the “Investor Q&A Forum” pursuant to Section 4.07(a); and


 






    -226-


     


    

 


(vii)         solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b);


 


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


 


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


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available
to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the
Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer,
in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and Exhibit P-1B and
upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class


 






    -227-


     


    

 


Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1D that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1E to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a
later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable. Nothing set
forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such party
is not a Borrower Party and, if such Excluded Information is not available to such party on the Certificate Administrator’s
Website because of such party’s Excluded Controlling Class Holder status, such party shall be permitted to obtain such information
from the Master Servicer or Special Servicer in accordance with Section 4.02(f) of this Agreement. The provisions in this
Section 3.13(b) shall not limit the Master Servicer’s ability to make accessible certain information regarding the
Mortgage Loans at a website maintained by the Master Servicer.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1D from 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


 






    -228-


     


    

 


Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information 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.


 






    -229-


     


    

 


(c)          
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “MSBAM 2016-C31” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           
any notices of waivers under Section 3.08(d);


 


(ii)          
any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)         
any notice of final payment on the Certificates;


 


(iv)         
any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or
11.10;


 


(vii)         any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section
3.25(a);


 


(xi)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


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


 






    -230-


     


    

 


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


 


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


 


(xvi)        any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies
directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)      any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section
11.09 or Section 11.10; and


 


(xix)         any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section
13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time; provided,
further, that any information delivered pursuant to Section 3.13(e) shall be posted in accordance with Section
3.13(e). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the
form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be


 






    -231-


     


    

 


granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m., New York City
time, on such Business Day or, if received after 2:00 p.m., New York City time, on the following Business Day. Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “MSBAM 2016-C31” in the subject line).


 


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


 


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


 


The 17g-5 Information
Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under
this Agreement that such information, report, notice or document was received and that it has been posted. Except as provided in
Section 3.13(e), the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency 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 (other than in accordance with Section 3.13(e)). The 17g-5 Information
Provider shall notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website in respect of
the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s
Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice.
The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general
email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSBAM 2016-C31” and an
identification of the type of information being provided in the body of such


 






    -232-


     


    

 


electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


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


 


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


 


(f)          
 The Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce
or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans (other
than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, subject to the conditions set forth in the penultimate paragraph
of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. The Master Servicer shall be entitled to (i) indicate the source
of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient
of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a
confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality
agreement if such information is being provided through the Master Servicer’s website, and (B) acknowledge that the
Master Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access
to such information is provided via the Master Servicer’s website, the Master Servicer may require registration and the acceptance
of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.
In connection with providing access to or copies of the information described in this Section 3.13(e) to current or prospective
Certificateholders the form of confidentiality agreement used by the Master Servicer shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information


 






    -233-


     


    

 


confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and
agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed
or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


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


 


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


 


(h)           The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating
Advisor such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior
to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)           
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with 


 



    -234-


     


    




 


regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they
have access to) other than pursuant to this Section 3.13(i).


 


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


 


Section 3.14       
Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable,
on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension
of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period
provided in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”)
by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator
an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust
of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the Special Servicer is granted


 






    -235-


     


    

 


or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection
Account pursuant to Section 3.05(a).


 


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


 


(c)           The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business
Days after such amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO
Account and remit to the Master Servicer which shall deposit into the Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the Collection Period ending on such
Determination Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net
Investment Earnings on amounts on deposit in the REO Account; provided, that the Special Servicer may retain in such REO
Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve
for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property.
In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special
Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in
the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the Determination Date for the related


 






    -236-


     


    

 


Distribution Date (or with respect to an REO Loan that is a successor to a Serviced
Companion Loan, on the related Serviced Whole Loan Remittance Date).


 


(d)           The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15       
Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders
and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its
timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder
of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in
an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case
of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as Holder of the Lower-Tier Regular Interests) all
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be)
(as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything
to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization
that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that the net-after tax benefit to Certificateholders and, if applicable, any related Companion Holder(s),
as a collective whole, could reasonably be expected to be greater than another method of operating or net leasing the Mortgaged
Property. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event
later than two (2) Business Days following receipt of such properly identified and available funds) in the applicable REO Account
all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account,
to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management,
leasing and maintenance of such REO Property, including, without limitation:


 


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


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any ground rents in respect of such REO Property, if applicable; and


 


(iv)          all costs and expenses necessary to maintain and lease such REO Property.


 






    -237-


     


    

 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)           Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)          authorize or permit any construction on any REO Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property
on any date more than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)          
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)           
the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at
arm’s length;


 


(ii)          
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 






    -238-


     


    

 


(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation,
those listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such
costs and expenses) to the Special Servicer upon receipt;


 


(iv)         
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)          
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)           When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16       
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related
Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any
event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its
fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance
with a review of such circumstances and new information in accordance with the Servicing Standard including, without limitation,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)          
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer


 






    -239-


     


    

 


(with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the
Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender,
as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related
Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)         
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to realize a fair price, if and when the Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10)
days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to
the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the highest cash
offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)         
(A)  In the case of a Specially Serviced Loan which is a continuing Defaulted Loan, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such
price), the Special Servicer may solicit offers and, subject to subclause (B) below, accept the highest offer received
from any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror
is a Person other than an Interested Person. In determining whether any 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


 






    -240-


     


    

 


(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 or its Affiliates may
not be an offerors), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested
Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it
is the highest offer received and (y) at least one other offer is received from an independent third party. In determining
whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely
on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this
Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided
in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the
Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; 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 (with respect to any Mortgage
Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event
shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the


 






    -241-


     


    

 


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


 


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


 


(b)           (i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the
case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to
the related Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced
Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan),
if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the
occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than ten (10) days’ prior written
notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell
any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property
in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing
Standard, the Master


 






    -242-


     


    

 


Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer,
or an employee of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds
of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant
to a brokerage agreement entered into at arm’s length.


 


(B)          In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to
subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an Interested Person (provided
that the Trustee or its Affiliates may not be offerors), or (2) by the Trustee, if the highest bidder is an Interested Person
unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the
highest offer received; provided, that absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are
received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)          The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)          In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party


 






    -243-


     


    

 


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


 






    -244-


     


    

 


Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior
written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most
recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder
of the related Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and
(d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing
Certificateholder) prior to the proposed sale date, all information and other documents being provided to other offerors and all
leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.
The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any
sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an
offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If
the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at
its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the
subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a
fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the
Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and
the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)          
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related Serviced Subordinate Companion Loan for each applicable Serviced Whole Loan
will have the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the
Serviced Subordinate Companion Loan shall be given priority over any provision described in this Section 3.16 as and to
the extent set forth in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased
by the holder of such Serviced Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases
to be subject to this Agreement, the related Serviced Subordinate Companion Loan will no longer be subject to this Agreement.


 






    -245-


     


    

 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)           
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)           In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17       
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance
Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account
on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)           The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to defer such reimbursement for such portion of
the Nonrecoverable Advance during the Collection Period, for successive one-month periods for a total period not to exceed twelve
(12) months (provided that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six
(6) months shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing
Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard.
If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance
(together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period
(subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance
shall again be payable first from principal collections as described above prior to payment from other collections). In
connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer the reimbursement of
a particular Nonrecoverable


 






    -246-


     


    

 


Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer,
the Special Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to be received
until the end of such Collection Period before making its determination of whether to defer the reimbursement of a particular Nonrecoverable
Advance or portion thereof); provided, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as
applicable, elects, in its sole discretion, not to defer such reimbursement or otherwise determines that the reimbursement of a
Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion of general collections on
or in respect of Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer, the Special
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, the Special 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, the Special Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) the Master Servicer, the Special Servicer or the Trustee, as the case may be, has not timely received
from the other such party information required by it to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master
Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s decision
to defer such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein shall
give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal
collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee,
as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies
contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, that the fact that a decision to recover
such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other
classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing
Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to
Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement,
then the Master Servicer, the Special Servicer or the


 






    -247-


     


    

 


Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special 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, the Special 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 Special Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement. Neither
the Master Servicer, the Special 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, the Special 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, the Special Servicer
or the Trustee, as applicable, to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s
right to such reimbursement during such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)           With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used


 






    -248-


     


    

 


to prepay the Mortgage Loan (or Serviced Whole Loan),
or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)          
Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of any such modification
or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.01(a), Section
3.08(a), Section 3.08(b), the subsequent paragraphs of 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 (including, without limitation, the Special Servicer’s processing and consent rights pursuant to this subsection (a)
with respect to any modification, waiver, amendment or other action that constitutes a Special Servicer Decision or Major Decision)
and, with respect to any Serviced Mortgage Loan or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer,
as applicable, with respect to, or to consent to, a modification, waiver, amendment or other action, in each case, pursuant to
the terms of the related Intercreditor Agreement), the Master Servicer (subject to Section 3.18(m)) shall not modify, waive
or amend the terms of a Non-Specially Serviced Loan and/or related Companion Loan or take any other action in respect thereof (if
any such action constitutes a Special Servicer Decision or Major Decision and provided that it may process the modification, waiver
or amendment if and only if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process
such request) without the prior written consent of the Special Servicer (it being understood that the Master Servicer shall promptly
provide the Special Servicer with notice of any request for such modification, waiver, amendment or other action, the Master Servicer’s
written recommendation and analysis, and all information reasonably available to the Master Servicer that may be reasonably requested
by the Special Servicer in order to grant or withhold such consent); provided that such consent shall be deemed given (unless
earlier objected to by the Special Servicer) fifteen (15) Business Days (or such longer period provided under a related Intercreditor
Agreement) after the Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect
to such modification, waiver, amendment or other action and all information reasonably requested by the Special Servicer, and reasonably
available to the Master Servicer, in order to make an informed decision with respect to such modification, waiver or amendment;
provided, further, that no extension entered into pursuant to this Section 3.18(a) shall (1) extend the Maturity
Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) if such Mortgage 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 and (B) other than with respect to any Excluded
Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including
any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral
of interest unless interest accrues on the related Mortgage Loan or the


 






    -249-


     


    

 


related Serviced Whole Loan at the related Mortgage Rate.
If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12)
months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or
related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension,
the Master Servicer shall (1) provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor
and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted
under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the
Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject
to the Servicing Standard, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder (or (i) after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof)
(which consent or consultation shall be coordinated through the Special Servicer). In all cases, the Special Servicer shall process
any modification, waiver, amendment or consent with respect to a Specially Serviced Loan.


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating
Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon
an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents,
and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced


 






    -250-


     


    

 


Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value
of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable,
shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor
provisions, unless the related Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan
will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision with
respect to any Non-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 related
Special Servicer Decision or Major Decision.


 


(b)           If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present
value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion
Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special
Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of
this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded Loan,
prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after
the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation
with the Directing Certificateholder) as provided in Section 6.08; provided that with respect to any Serviced AB
Whole Loan, prior to the occurrence and continuance of a related Serviced AB Control Appraisal Period, the approval of the holder
of the related Serviced Subordinate Companion Loan will be required to the extent set forth in the related Intercreditor Agreement
and the Directing Certificateholder shall have no


 






    -251-


     


    

 


consent or consultation rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult
with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the
terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case
of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of
Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


(c)          
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any
consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a)
and Section 6.08), the Master Servicer (as provided in Section 3.01(a), Section 3.08(a), Section 3.08(b)
and Section 3.18 and subject to the Special Servicer’s consent rights pursuant to Section 3.18(a) if any such
waiver, modification or


 






    -252-


     


    

 


amendment constitutes a Major Decision or Special Servicer Decision) or the Special Servicer may, consistent
with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that
is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause an Adverse REMIC Event. In making this determination, the Master Servicer or Special Servicer may
obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at
the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected
from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
that the Master Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the
Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge
or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by
all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


(e)          
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)          
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into
pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may
be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


 


(g)           With respect to any modification, waiver or amendment which it is responsible for processing pursuant to this Section
3.18, the Special Servicer or the Master Servicer, as applicable, shall notify the Special Servicer (if such action is processed
by the Master Servicer), the Master Servicer (if such action is processed by the Special Servicer), the Trustee, the Certificate
Administrator, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing
Certificateholder (other than (i) following the occurrence of a Consultation Termination Event and (ii) with respect
to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of a Serviced Subordinate Companion Loan,
a Serviced AB Control Appraisal Period has occurred, if applicable) and the 17g-5 Information Provider (which shall promptly post
such notice on the


 






    -253-


     


    

 


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. The party that is responsible for processing such action shall deliver to
the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the
related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and
in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if
any. The Custodian shall make copies of each agreement evidencing the related modification, waiver or amendment available for review
during normal business hours at its offices. Following receipt of the Master Servicer’s or the Special Servicer’s,
as applicable, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator
shall forward a copy thereof to each Holder of a Certificate (other than the Class R Certificates). With respect to the processing
of any modification, waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before
the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following
the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or
mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK,
to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as Exhibit EE.
The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable,
has the requisite information or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred
in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan
and Additional Debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In
the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set
forth above, in a manner reasonably acceptable to the Master Servicer, Special Servicer and Certificate Administrator, as applicable,
and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the
Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of
Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer and Certificate
Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)           The Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced
Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees
paid relating thereto; provided, that any such defeasance fee shall not include any Modification Fees or waiver fees in
connection with a defeasance that the Special Servicer is entitled to under this Agreement. Notwithstanding the foregoing, the
Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution
of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage


 






    -254-


     


    

 





Loan or a Serviced Whole Loan unless such defeasance
complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral
consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies
the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related
Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to
the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including
payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related
Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense
of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security
interest in such substituted Mortgaged Property; provided, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage
Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
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,
and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the
foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and
(v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall
be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of


 






    -255-


     


    

 


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


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”)
and subject to defeasance, MSMCH has retained the right to receive a percentage of the economic benefit associated with the ownership
of the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of
the related borrower of) the related defeasance collateral (“MSMCH Seller Defeasance Rights and Obligations”).
If the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by MSMCH
and subject to defeasance, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written
notice of such defeasance request to MSMCH or its assignee. Until such time as MSMCH provides written notice to the contrary, notice
of a defeasance of a Mortgage Loan with MSMCH Defeasance Rights and Obligations shall be delivered to MSMCH pursuant to the notice
provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount in respect of a MSMCH Defeasance
Rights and Obligations that is required to be remitted to MSMCH pursuant to the related defeasance documents, the Master Servicer
shall remit such amounts to MSMCH pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
Bank of America, National Association (“BANA”) has retained the right of the lender under the Mortgage Loan
documents with respect to all Mortgage Loans contributed by BANA (the “BANA Loans”) to receive a percentage
of the economic benefit associated with the ownership of the successor borrower, and the right to designate and establish the successor
borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral, if there
is a defeasance of a BANA Loan (“BANA Lender Successor Borrower Right”). If the Master Servicer receives notice
of a defeasance request with respect to a BANA Loan subject to defeasance, the Master Servicer shall


 






    -256-


     


    

 


provide, within five (5) Business
Days of receipt of such notice, written notice of such defeasance request to BANA or its assignee. Until such time as BANA provides
written notice to the contrary, notice of a defeasance of a BANA Loan with a BANA Lender Successor Borrower Right shall be delivered
to BANA pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount
in respect of a BANA Lender Successor Borrower Right that is required to be remitted to BANA pursuant to the related defeasance
documents, the Master Servicer shall remit such amounts to BANA pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG, New York Branch”)
has retained the right of the lender under the Mortgage Loan documents to receive a percentage of the economic benefit associated
with the ownership of the successor borrower, the right to establish or designate or approve the successor borrower and the right
to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral (collectively, the “UBS
AG, New York Branch Seller Defeasance Rights and Obligations”) for all Mortgage Loans contributed by UBS AG, New York
Branch (the “UBS AG, New York Branch Loans”) that are subject to defeasance. If the Master Servicer receives
notice of a defeasance request with respect to a UBS AG, New York Branch Loan subject to defeasance, then the Master Servicer shall
provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to UBS AG, New York
Branch or its assignee. Until such time as UBS AG, New York Branch provides written notice to the contrary, notice of a defeasance
of a UBS AG, New York Branch Loan with UBS AG, New York Branch Seller Defeasance Rights and Obligations shall be delivered to UBS
AG, New York Branch pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives
any amount in respect of UBS AG, New York Branch Seller Defeasance Rights and Obligations that is required to be remitted to UBS
AG, New York Branch pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to UBS AG, New York
Branch pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans originated or acquired by KeyBank National Association (“KeyBank”) and subject
to defeasance, KeyBank has retained the right to receive a percentage of the economic benefit associated with the ownership of
the successor borrower, to designate and establish the successor borrower and to purchase (or cause the purchase on behalf of the
related borrower of) the related defeasance collateral (“KeyBank Seller Defeasance Rights and Obligations”).
If the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by KeyBank
and subject to defeasance, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written
notice of such defeasance request to KeyBank or its assignee. Until such time as KeyBank provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with KeyBank Defeasance Rights and Obligations shall be delivered to KeyBank pursuant
to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount in respect
of a KeyBank Defeasance Rights and Obligations that is required to be remitted to KeyBank pursuant to the related defeasance documents,
the Master Servicer shall remit such amounts to KeyBank pursuant to the terms of the defeasance documents.


 






    -257-


     


    

 


Notwithstanding the foregoing,
Starwood Mortgage Funding III LLC (“SMF III”) has retained the right to establish or designate the
successor borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral
(“SMF III Lender Successor Borrower Right”) for all Mortgage Loans contributed by SMF III (the “SMF
III Loans”) that are subject to defeasance. If the Master Servicer receives notice of a defeasance request with respect
to a SMF III Loan subject to defeasance, the Master Servicer shall provide, within five (5) Business Days of receipt of such
notice, written notice of such defeasance request to SMF III or its assignee. Until such time as SMF III provides written
notice to the contrary, notice of a defeasance of a SMF III Loan with a SMF III Lender Successor Borrower Right shall
be delivered to SMF III pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer
receives any amount in respect of a SMF III Lender Successor Borrower Right that is required to be remitted to SMF III pursuant
to the related defeasance documents, the Master Servicer shall remit such amounts to SMF III pursuant to the terms of the defeasance
documents.


 


(j)           
If required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard,
the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be
maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master
Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan
in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or
366 days in the case of a leap year).


 


(k)           Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the 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


 






    -258-


     


    

 


Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
Master 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 Master Servicer that such modification, waiver, consent or amendment will not cause
an Adverse REMIC Event (and if any such modification, waiver, consent or amendment involves a Major Decision or Special Servicer
Decision, the Special Servicer shall not approve such action unless such Opinion of Counsel is also addressed to the Special Servicer).


 


(m)          Notwithstanding any other provisions of Section 3.08 or this Section 3.18, but subject to any related Intercreditor
Agreement, the Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing Certificateholder approval,
Rating Agency Confirmation or Special Servicer approval (provided that the Master Servicer delivers notice thereof to the Special
Servicer after completion and the Special Servicer promptly, prior to the occurrence of a Consultation Termination Event and other
than in respect of any Excluded Loan, delivers notice thereof to the Directing Certificateholder, except to the extent that the
Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party does not
desire to receive copies of such items), take any of the following actions to the extent they do not also constitute a Special
Servicer Decision or Major Decision: (i) grant waivers of non-material covenant defaults (other than financial covenants), including
late financial statements; (ii) consent to releases of non-material, non-income producing parcels of a Mortgaged Property that
do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts due
in respect of the Mortgage Loan or Companion Loan as and when due provided such releases are required by the related Mortgage Loan
documents and there is no lender discretion permitted under the Mortgage loan documents; (iii) approve or consent to grants of
easements or rights of way for utilities, access, parking, public improvements or another purpose or subordinations of the lien
of Mortgage Loans to easements that do not materially affect the use or value of a Mortgaged Property or a Mortgagor’s ability
to make any payments with respect to the related Mortgage Loan and any related Companion Loan; (iv) grant other routine approvals,
including the granting of subordination, non-disturbance and attornment agreements and leasing consents that affect less than the
lesser of (a) 30% of the net rentable area of the Mortgaged Property or (b) 30,000 square feet; (v) (other than in respect of hospitality
properties) consent to actions related to condemnation of non-material, non-income producing parcels of the Mortgaged Property
that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the Mortgage Loan or Companion Loan when due; (vi) consent to a change in property management relating to any
Mortgage Loan or related Companion Loan with respect to Mortgage Loans (including any related Companion Loans) with an outstanding
principal balance equal to or less than $2,500,000 and where the successor property manager is not affiliated with the related
Mortgagor; (vii) except for any annual budget approval that constitutes a Special Servicer Decision pursuant to clause (b) of the
definition of


 






    -259-


     


    

 


“Special Servicer Decision”, approve annual operating budgets; and (viii) modify or amend the terms of
any Non-Specially Serviced Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan in order to
(x) cure any ambiguity or mistake therein or (y) correct or supplement any provisions therein which may be inconsistent with any
other provisions therein or correct any error; provided, that (w) any such action would not in any way affect a payment
term of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause any Trust REMIC to fail to
qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent
not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard),
(y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate
the terms, provisions or limitations of this Agreement or any Intercreditor Agreement. The foregoing is intended to be a non-exclusive
itemization of actions the Master Servicer may take without having to obtain the approval of any other party and is not intended
to limit the responsibilities of the Master Servicer hereunder.


 


Section 3.19       
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Serviced Mortgage Loan or Serviced Companion Loan,
the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer,
as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related
Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all
Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs
and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event
(or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within
five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer
makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and,
if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan
and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior
to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the


 






    -260-


     


    

 


notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless, with respect to a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred) and ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies
only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to
the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)           In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable
the Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.


 


(d)           No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded
Loan or (B) any Serviced AB Whole Loan prior to the occurrence of a Serviced AB Control Appraisal Period, and in any event prior
to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan,
only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,


 






    -261-


     


    

 





with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate
Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. In no event shall the Master Servicer post any Asset Status Report or Final Asset Status Report to its website. None of
the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.
Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information
that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)           
a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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


 


(iv)          (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)          
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any
proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional
defaults under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air
rights lease, if applicable) or franchise agreement;


 


(vii)         the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 






    -262-


     


    

 


(viii)        an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation and all related assumptions;


 


(ix)           the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property)
together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together
with an explanation of those adjustments; and


 


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


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders
and the holder of any related Companion Loan, as a collective whole, the Special Servicer shall implement the recommended action
as outlined in such Asset Status Report; provided, that the Special Servicer may not take any action that is contrary to
applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any Mortgage
Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, prior to the occurrence and continuance of any Control Termination
Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special
Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval,
to the Master Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder (prior to the occurrence of
a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination
Event and during a Serviced AB Control Appraisal Period with respect to the related Serviced Subordinate Companion Loan), the Operating
Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Serviced Mortgage Loan (other than an Excluded Loan or a Servicing Shift Mortgage Loan), prior to the occurrence
and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above
in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the
holder of any related Companion Loan, as a collective whole; provided that, if the Directing Certificateholder has not approved
the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the
Special Servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard;
provided, that such Asset Status Report does not, and is


 






    -263-


     


    

 


not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant
to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
(regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the
Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major
Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


Notwithstanding anything
to the contrary contained herein, 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, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and a Serviced AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested
by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and, with respect to any Serviced Mortgage Loan (other than any Excluded Loan or (unless the
Directing Certificateholder is entitled to exercise the consultation rights of the “Non-Controlling Note Holder” under
the related Intercreditor Agreement) a Servicing Shift Mortgage Loan), so long as no Consultation Termination Event has occurred,
by the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report. The
Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments received
in response from the Operating Advisor or the Directing Certificateholder, to the extent the Special Servicer


 






    -264-


     


    

 


determines that the
Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing
Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the
best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account
the pari passu or subordinate nature of such Companion Loan)), but the Special Servicer shall have no obligation (x) to
revise such Asset Status Report based on any such input or comments of the Operating Advisor or Directing Certificateholder, as
applicable or (y) to take or refrain from taking any action because of an objection, comment or recommendation by the Operating
Advisor or Directing Certificateholder, as applicable.


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan and any Servicing
Shift Whole Loan), the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section
3.19. After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
Termination Event, each of the Directing Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor
shall consult with the Special Servicer and propose alternative courses of action and provide other feedback in respect of any
Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan),
the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status
Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only
be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


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


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) or (x)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special
Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Mortgagor.


 






    -265-


     


    

 


The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special
Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and
continuance of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling
Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence
and continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20)
Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the
Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary
of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines
that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in
any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for
which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related Serviced Subordinate Companion Loan
in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed
approval), and


 






    -266-


     


    

 





deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)           No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20       
Sub-Servicing Agreements. (a)  The Master Servicer and, subject to the consent of the Directing Certificateholder
(prior to a Control Termination Event), the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended
or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all
of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable,
shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the
date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02
hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee
(for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier
Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee
or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer,
as applicable, any successor master servicer or special servicer or any Certificateholder (or the related Companion Holder, if
applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any
purchaser of an entire Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty; provided, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner and
by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or Special Servicer, as
the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan or make any other servicing decision unless and to the extent the Master Servicer or Special Servicer,
as applicable, is permitted hereunder to modify such Mortgage Loan or make such servicing decision; (vii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (viii) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated
(following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange
Act reporting items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under ARTICLE
XI or under the


 






    -267-


     


    

 


Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the
Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under ARTICLE XI or under the Exchange Act reporting items required under any other pooling and
servicing agreement that the Depositor is a party to. The Trustee or any successor master servicer or special servicer, as applicable,
hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned and, subject to Section
3.20(g) hereof, may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable.
In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of
the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement
provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances
and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and
continue to collect its Initial Sub-Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special
Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements (and, with respect to any Sub-Servicing
Agreement entered into with a cashiering sub-servicer, any amendments thereto and modifications thereof), entered into by it, in
each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken
by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to
have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so
long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be
allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer
or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor)
in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice
as to the Initial Sub-Servicing Agreements.


 


(b)           Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related


 






    -268-


     


    

 


Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          
As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and
enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer
shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of ARTICLE
XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or Special Servicer, as
applicable, 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 successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then
being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable
efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


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


 


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


 


(g)           Except as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person
becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement,
the Trustee and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations


 






    -269-


     


    

 


under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions prior to the termination of the Master Servicer; (ii) any successor master servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume
and agree to the then-current Initial Sub-Servicing Agreement (including the termination provisions thereof) without further action
upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without
the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)           With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
Master Servicer pursuant to the terms hereof.


 


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


 


Section 3.21       
Interest Reserve Account.


 


(a)           On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of 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 Due Date occurring in the month preceding the month
in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited pursuant to clause (ii) and in any consecutive February and January
pursuant to clause (i), “Withheld Amounts”).


 


(b)           On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 






    -270-


     


    

 


Section 3.22        
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during
the continuance of any Control Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding
the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer,
as the case may be, is responsible.


 


Section 3.23       
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it (or its Affiliate) is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)           Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from
a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of


 






    -271-


     


    

 


“Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)           Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)           In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)           Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses (or
Certificate Owners of the Controlling Class, if applicable, at the expense of the Trust). In addition to the foregoing, within
five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling
Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and
the Special Servicer. Notwithstanding the foregoing, RREF III Debt AIV, LP shall be the initial Directing Certificateholder and
shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event
occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)           
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming
the Controlling Class.


 






    -272-


     


    

 


(g)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the Controlling
Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder
shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any
director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)           (i) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


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


 


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


 


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


 


(l)           
At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the
Class F Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and
(b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered
to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the
Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during
such time as a Control Termination Event or Consultation Termination Event is in existence solely as a


 






    -273-


     


    

 


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 F Certificates if such unaffiliated third party holds the majority of the Controlling Class after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint
a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No
Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


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


 


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


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall


 






    -274-


     


    

 


state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


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


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


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


 


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


 






    -275-


     


    

 


the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


 


(b)           Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special
Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event
shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the
Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special
Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or
a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)           With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such
Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted
to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the
related Serviced Whole Loan Controlling Holder).


 






    -276-


     


    

 


Additionally, notwithstanding anything in this Agreement to the contrary, the
Master Servicer or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any
Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall
deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having
received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan,
and consider alternative actions recommended by such related Companion Holder; provided that after the expiration of a period
of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder,
the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion
Holder has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to
begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights
of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 


(f)            In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 






    -277-


     


    

 


(g)           With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2
Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


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


 


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such
Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting
Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request
the related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the
preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but
shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section
13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms
its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the
applicable replacement master servicer or special servicer has been appointed and currently serves as a


 






    -278-


     


    

 


master servicer or special
servicer on a transaction-level basis on a transaction currently rated by Moody’s that currently has securities outstanding
and for which Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction
serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least
“CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is
the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns of the applicable replacement master servicer
or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other commercial mortgage-backed
securitization transaction rated by KBRA and serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)           Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to
such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not
exist).


 


(c)           For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 






    -279-


     


    

 


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and
(B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)           The Operating Advisor and its Affiliates will be obligated to keep confidential any “Privileged Information”
received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise
of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status
Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information.
Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall
use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with
its duties and obligations hereunder.


 


(c)          
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
annual meeting with the Special Servicer and the information described in Section 3.26(a), the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Serviced Mortgage Loans (other than a Servicing Shift Mortgage Loan) were Specially Serviced Loans during the prior
calendar year) deliver to the Trustee, the Rating Agencies, the Certificate Administrator (and made available through the Certificate
Administrator’s Website) and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s
Website) within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination Event was continuing
as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially in the form
of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor,
subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein
relating to Privileged Information; provided, that in no event shall the information or any other content included in the
Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s assessment
of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a “platform-level
basis” with respect to the resolution and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible
for servicing under this Agreement; provided, further, 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; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report for
each Excluded Special Servicer Loan.. 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


 






    -280-


     


    

 


and during the continuance of a Serviced AB Control Appraisal Period under the related
Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c) hereof,
each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other
than with respect to any REO Property related to a 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, that the Special Servicer shall be given an opportunity to review the Operating
Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report,
the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to
the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties
under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with
reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report
and other information delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing
Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding the
foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year as
to which no annual meeting was required to be held or if no Asset Status Report was prepared by the Special Servicer in connection
with a Specially Serviced Loan or REO Property.


 


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


 



    -281-


     


    

 





(d)           Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior
to the occurrence and continuance of both a Control Termination Event and a related Serviced AB Control Appraisal Period), the
Special Servicer will forward any Appraisal Reduction Amount or Collateral Deficiency Amount calculated by the Special Servicer
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such calculations but shall not opine on or otherwise call into question such Appraisal Reduction
Amount calculations or Collateral Deficiency Amount calculations and/or net present value calculations (except that if the Operating
Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer
and the Directing Certificateholder of such error).


 


(e)          
(i)  After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced
AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and a Serviced AB Control Appraisal
Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or Collateral Deficiency Amounts calculated by the Special Servicer or (ii) net present value in accordance
with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor
promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall
promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer) or net
present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such
calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the
mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical
calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The
Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, that is in the
Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and Special
Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the
Operating Advisor shall promptly notify the


 






    -282-


     


    

 


Certificate Administrator and the Certificate Administrator shall examine the calculations and supporting materials
provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to apply and shall provide
such parties prompt written notice of its determination.


 


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


 


(f)          
After the occurrence and during the continuance of a Control Termination Event, within sixty (60) days after the end of
each calendar year during which any Serviced Mortgage Loan (other than a Servicing Shift Mortgage Loan) was a Specially Serviced
Loan or any Mortgaged Property was an REO Property and during which an Asset Status Report was prepared by the Special Servicer
in connection with a Specially Serviced Loan or REO Property, the Operating Advisor shall meet, via telephone conference
or in person, as the Operating Advisor may determine is appropriate, with representatives of the Special Servicer (if it was acting
as Special Servicer as of December 31 in the prior calendar year and has continued in such capacity through the date of such meeting)
to perform a review of the Special Servicer’s operational practices in light of the Servicing Standard and the requirements
of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols,
risk management systems, intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with
the terms of this Agreement and other pertinent information the Operating Advisor may reasonably consider relevant, in each case,
insofar as such information relates to the resolution or liquidation of Specially Serviced Loans (other than Servicing Shift Mortgage
Loans) and REO Properties.


 


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


 


(g)           The Operating Advisor and its Affiliates shall keep all “Privileged Information” confidential and shall not
disclose such Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder), other
than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating that
such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from


 






    -283-


     


    

 


the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and other than any Excluded Loan or any Servicing Shift Mortgage Loan) other than pursuant to a Privileged Information
Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


 


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


 


(i)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Servicing Shift
Mortgage Loan) and each successor REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Operating Advisor
Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to
such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When
the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to
the extent not prohibited by the


 






    -284-


     


    

 


related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable, may waive
or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or
partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer
take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations
or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related
REO Property, (ii) any Serviced AB Mortgage Loan, prior to the occurrence and continuance of both a Serviced AB Control Appraisal
Period and a Control Termination Event or (iii) any Servicing Shift Mortgage Loan; provided, further, that the Operating
Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to (i) any Non-Serviced Whole Loan or (ii) Servicing
Shift Whole Loan.


 


(j)           
After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written
direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal
Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating
Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement
Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request
by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of at least 75% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the
application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative
Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating
Advisor.


 


(k)           After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate,


 






    -285-


     


    

 


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. Prior to
the occurrence and during the continuance of a Control Termination Event, the identity of the proposed replacement Operating Advisor
shall be subject to the consent of the Directing Certificateholder (such consent not to be unreasonably withheld); provided 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 (together with any information reasonably requested by the Directing
Certificateholder with respect to the proposed replacement Operating Advisor) and, if granted, such consent may not thereafter
be revoked or withdrawn. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor,
the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (only if no Consultation Termination Event has occurred and is continuing),
any Companion Loan holder and the Certificateholders.


 


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


 


(m)          Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)           The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations. If no successor operating advisor has been so appointed and


 






    -286-


     


    

 


accepted the appointment within 30
days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the
appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all
reasonable costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


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


 


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


 


(p)           In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


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


 






    -287-


     


    

 


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


 


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


 


(t)          
The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that no agent
or subcontractor may (i) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with respect
to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated
and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such
obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification
from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating
Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.


 


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


 


(b)           No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, that the duties and obligations of the Companion Paying
Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying


 






    -288-


     


    

 


Agent may
conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates,
statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and
which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
ARTICLE VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign
or be removed.


 


(d)           This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28       
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for,
the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders with respect to Serviced Mortgage Loans, along with their respective name and address, are listed
on Exhibit S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying
Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 


Section 3.29       
Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of
the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor
to the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)           If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master


 






    -289-


     


    

 


servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


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


 


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


 


(e)          
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(f)          
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans) (consistent with the Servicing Standard), following the occurrence and during the continuance
of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan
in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement)
under the related Intercreditor Agreement.


 


(g)           With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 






    -290-


     


    

 


(h)          With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(i)           
For the avoidance of doubt, with respect to any Serviced Whole Loan, upon reasonable request, the Master Servicer and the
Special Servicer shall provide to each Other Servicer that is servicing a related Serviced Companion Loan such information in its
possession as is necessary to enable each such Other Servicer to perform its servicing duties under the related Other Pooling and
Servicing Agreement.


 


(j)           
If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the
Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any Trust
REMIC or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the Grantor Trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with
respect to any Trust REMIC or the Grantor Trust, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise
charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan and such holder shall
not suffer any adverse consequences as a result of the payment of such expense.


 


Section 3.30       
[RESERVED].


 


Section 3.31       
[RESERVED].


 


Section 3.32       
Litigation Control.


 


(a)          
With respect to any Serviced Mortgage Loan, any Serviced Pari Passu 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


 






    -291-


     


    

 


named in such Trust-Related
Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master
Servicer receiving service of such Trust-Related Litigation.


 


(b)           To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer
is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the
Master Servicer shall use reasonable efforts to (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 or counter-claims against or on behalf of the Master Servicer to the extent set forth in Section 3.32(e);
and provided, further, that if there are claims or counter-claims against or on behalf of the Master Servicer and
the Master Servicer has not determined that separate counsel is required for such claims or counter-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 (A) it has notified in
writing the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence
and continuance of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually
known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator
as to the identity of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects
such related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known
to the Special Servicer), and (B) the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and
prior to the occurrence and continuation of a Control Termination Event) has not objected in writing within five (5) Business
Days of having been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably
requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer within such 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 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


 






    -292-


     


    

 


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 Trust REMIC 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.


 


(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 or counter-claims against or on behalf of 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 or counter-claims against or
on behalf of 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 or counter-claims asserted against or on behalf of the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) (and with respect to
any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the
Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively) and (ii) otherwise
reasonably direct the actions of the Master Servicer relating to claims or counterclaims against or on behalf of the Master Servicer
(whether or not the Trust or the Special Servicer is named in any such claims or counter-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 paid by the Trust and payment of
such cost or judgment is provided for in this Agreement, (C) the Master Servicer is 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


 






    -293-


     


    

 


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 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, that nothing in this subsection shall
be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any Mortgage
Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and
continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section
3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee
of the Trust.


 


Section 3.33       
Delivery of Excluded Information to the Certificate Administrator.


 


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


 






    -294-


     


    

 


information appropriately labeled and
delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver
any Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect
to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this
Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party
with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section
4.02(f) of this Agreement, and the Master Servicer and the Special Servicer may require and rely on such certifications and
other reasonable information prior to releasing such information.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions. (a)  On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect
to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier
REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class X-A Certificates,
the Class X-B Certificates, the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates
and the Class X-G Certificates, pro rata (based upon their respective entitlements to interest for such 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;


 






    -295-


     


    

 


(ii)          
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates in reduction of the Certificate
Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders
of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of the
Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the
Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1), (2) and (3) above have been made on such Distribution Date), until the
outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders
of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3) and (4) above have been made on such
Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; (6) sixth,
to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in subclauses (1), (2), (3), (4) and (5) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been
reduced to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2),
(3), (4), (5) and (6) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata (based on their respective Certificate
Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of
each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates has been reduced
to zero;


 


(iii)          third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, first, up to an amount
equal to, and pro rata based upon, the unreimbursed Realized Losses previously allocated to each such Class, and second,
up to an amount equal to, and pro rata based upon, interest on such unreimbursed Realized Losses at the Pass-Through Rate
for each such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 






    -296-


     


    

 


(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, Class A-2, Class A-SB, Class A-3, Class A-4
and Class A-5 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)          sixth, to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(viii)        eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xi)           eleventh, after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero,
to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 






    -297-


     


    

 


(xii)         twelfth, to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xiv)        fourteenth, after the Certificate Balances of the Class A, Class B and Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to
the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A, Class
B and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class D Certificates
has been reduced to zero;


 


(xv)         fifteenth, to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xvii)       seventeenth, after the Certificate Balances of the Class A, Class B, Class C, and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C and Class D Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class E Certificates has been reduced to zero;


 


(xviii)      eighteenth, to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 






    -298-


     


    

 


(xx)          twentieth, after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates
have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C, Class D and Class E Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xxiii)       twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E and Class F
Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A, Class B, Class C, Class D, Class E and Class F Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the
Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxv)        twenty-fifth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


(b)           [RESERVED].


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal
to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount


 






    -299-


     


    

 


in respect of
its Related Certificates plus a pro rata portion (or, with respect to clauses (iii), (iv), (v), (vi) and (vii) below, the
entire portion) of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB,
Class LA3, Class LA4 and Class LA5 Lower-Tier Regular Interests, the Class X-A Certificates, (ii) in the case of
the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated
Interest, the Class X-D Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (v)
in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, and (vi) in the case of the Class LG Uncertificated
Interest, the Class X-G Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier
Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable
pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and
shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


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


 


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


 


(d)           After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided
for in this Section 4.01.


 


(e)          
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period shall be distributable
as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any
Mortgage Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator
shall distribute to the Holders of each Class of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class A-S, Class B, Class C and Class D Certificates the product of (a) such Yield Maintenance
Charge or Prepayment Premium, (b) the related Base Interest Fraction for such Class and the applicable principal prepayment,
and (c) a fraction, the numerator


 






    -300-


     


    

 


of which is equal to the amount of principal distributed to such Class for that Distribution
Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates (other than
the Class E Certificates and the Control Eligible Certificates) for that Distribution Date. Any Yield Maintenance Charge or Prepayment
Premium described in the preceding sentence and remaining after the distributions in the preceding sentence (as to the applicable
Distribution Date, the “Class X YM Distribution Amount”) shall be distributed to the holders of the Class X
Certificates as follows: (1) first, to the Class X-A, Class X-B, Class X-D, Class X-E and Class X-F Certificates, in the
case of each such Class in an amount equal to the product of (i) a fraction, the numerator of which is equal to the amount
of principal distributed on the applicable Distribution Date with respect to the Underlying Class(es) of Principal Balance Certificates
for such Class of Class X Certificates, and the denominator of which is the total amount of principal distributed on
the applicable Distribution Date with respect to the Principal Balance Certificates, multiplied by (ii) the Class X YM Distribution
Amount for the applicable Distribution Date, and (2) second, to the Class X-G Certificates, in an amount equal to the Class
X YM Distribution Amount minus the distributions to the Holders of the Class X-A, Class X-B, Class X-D, Class X-E and Class X-F
Certificates pursuant to clause (1) of this sentence.


 


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


 


For purposes of the first
and second paragraphs of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with
any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and


 






    -301-


     


    

 


with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage
Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will
the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to both the Mortgage
Rate on such Mortgage Loan and the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction
will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan
and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall be
equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan, such discount rate (as reported by the applicable Master Servicer), converted (if necessary) to
a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, the yield calculated by the linear interpolation
of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve
Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant
prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly
approximating the related Stated Maturity Date (in the case of a Mortgage Loan that is not related to an ARD Loan) or the related
Anticipated Repayment Date (in the case of a Mortgage Loan that is related to an ARD Loan), such interpolated yield converted to
a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Holders of the Class R Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          
 On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-


 



    -302-


     


    


 


Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after
application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any
amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from
the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination


 



    -303-


     


    

 


Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


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


 


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


 


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


 


(i)           Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the
amounts and manner specified in Section 4.01(a) or Section 4.01(f), as applicable, to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been
retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made
by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to
each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 



    -304-


     


    

 


(j)           If there are any ARD Loans in the Trust Fund, on each Distribution Date, any Excess Interest received during the related
Collection Period with respect to any ARD Loans shall be distributed to the Holders of the Excess Interest Certificates from the
Excess Interest Distribution Account. Excess Interest will not be available to pay any other amounts except for distributions on
Excess Interest Certificates set forth in the prior sentence.


 


(k)          On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)          to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


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


 



    -305-


     


    

 


properly identified and available funds but, in any event, the Master Servicer
shall remit such amounts within two (2) Business Days of receipt of properly identified funds.


 


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section 4.02     Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each,
a “Distribution Date Statement”) which shall include:


 


(i)           the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)          the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)         the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)         the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          the aggregate amount of unscheduled payments received;


 


(vi)         the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 


(vii)        the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120


 



    -306-


     


    

 


days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on
the most recent Appraisal or valuation;


 


(ix)         the
Available Funds for such Distribution Date;


 


(x)          the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to
Prepayment Premiums and Yield Maintenance Charges and (B) prepayment premiums;


 


(xii)        the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)       the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates to date;


 


(xv)        the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such
Distribution Date;


 


(xvi)       the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet
showing the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)      the current Controlling Class;


 


(xviii)     the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 



    -307-


     


    

 


(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(c) and 4.01(f);


 


(xxiii)      the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Loss;


 


(xxiv)      the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)      with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)     the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   [RESERVED];


 



    -308-


     


    

 


(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; and


 


(xxxiv)    the amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


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


 


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


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such
distribution period in which such Asset Review Report Summary was received, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 



    -309-


     


    

 


(b)          With respect to each Serviced Whole Loan, on each Serviced Whole Loan Remittance Date, the Master Servicer shall make its
servicer remittance report for the related Distribution Date available to each Other Master Servicer. The Master Servicer shall
make the CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report
and the CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of any note representing an interest
in a Serviced Companion Loan, to the related Serviced Companion Noteholder on each Distribution Date; and (ii) following the securitization
of any note representing an interest in a Serviced Companion Loan to the related Other Master Servicer (A) not later than two Business
Days after the Determination Date or (B) if required under the terms of the related Intercreditor Agreement, the earlier of (x)
the Remittance Date and (y) the Business Day following the “determination date” (or analogous term) under the applicable
Other Pooling and Servicing Agreement; provided that the date of delivery is required under this clause (ii)(B) is at least one
Business Day after the scheduled monthly payment date under the related loan agreement.


 


(c)          Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may access such information
including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer
or the Special Servicer, as applicable, shall not be liable for dissemination of this information in accordance with this Agreement,
and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made
available pursuant to Sections 3.13 and 4.02(b), other than information produced by the Master Servicer or Special
Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect to
the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such
report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be


 



    -310-


     


    

 


provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section
4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)          Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer 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


 



    -311-


     


    

 


Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any
Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the
effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder
or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1D
that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to
be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances or (iii) make P&I
Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately reflected in
the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify the Certificate
Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master
Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee
shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date,
unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the


 



    -312-


     


    

 


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. . 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, then it shall provide to the related Other Master Servicer or Non-Serviced Master Servicer, as applicable,
and Other Trustee or Non-Serviced Trustee, as applicable, (and, to the extent required under the related Intercreditor Agreement,
the related Other Special Servicer or Non-Serviced Special Servicer, as applicable) under the Other Pooling and Servicing Agreement
or Non-Serviced PSA, as applicable 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


 


(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, any related Excess Interest (if applicable) and, in the case of any Non-Serviced Mortgage Loan, a fee
accruing at the related Pari Passu Loan Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage
Loan (including any Non-Serviced Mortgage Loan) and any successor REO Loan during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment
as of the P&I Advance Date (including any successor REO Loan as to which the related Balloon Payment would have been past due),
an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master
Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) or any successor REO Loan, shall continue until the Distribution Date on which the proceeds, if any, received in connection
with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master
Servicer shall make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that
any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan
independently of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master
Servicer or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan or Serviced
Pari Passu Mortgage Loan, if made, or any


 



    -313-


     


    

 


outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan or Serviced
Pari Passu Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall provide
the applicable Non-Serviced Master Servicer and Non-Serviced Trustee (and if required by the related Intercreditor Agreement, the
related Non-Serviced Special Servicer) or applicable Other Master Servicer and Other Trustee (and if required by the related Intercreditor
Agreement, the related Other Special Servicer), as the case may be, written notice of such determination within two (2) Business
Days of the date of such determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable
Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA
that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I
Advance is, a nonrecoverable advance, then the Special Servicer, the Master Servicer or the Trustee may, based upon such determination,
determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan,
will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer shall not be required to make any additional
P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as
the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would
not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Special
Servicer, the Master Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)          In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, that no interest will accrue on any P&I Advance (i) if the related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
Master Servicer shall 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,


 



    -314-


     


    

 


an “appraisal reduction amount” has been made in accordance
with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution
Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which
is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated
to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04     Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which
(i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of
the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) of the Mortgage Loans and any successor REO Loans immediately following such Distribution
Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to
distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation
of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an
allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will
not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance
of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the
unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.


 



    -315-


     


    

 



(b)          
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution Date.
Any such write off shall be allocated first, to the Class G, Class F, Class E, Class D, Class C,
Class B and Class A-S Certificates, in that order, and second, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, in
each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)          
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the
Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting
Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, (A) Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each
Class of Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance
of each such Class is reduced to zero (i.e., first, to the Class G, Class F, Class E, Class D, Class C,
Class B and Class A-S Certificates, in that order, and finally, pro rata based on their Certificate Balances,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates), and (B) Collateral
Deficiency Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated
to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class has been reduced to zero (i.e., to the Class G Class F and Class E
Certificates, in that order). Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator
of the amount of any Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through
delivery pursuant to Section 3.12(d) of such information included in the CREFC® Loan Periodic Update File
or the CREFC® Appraisal Reduction Template included in the CREFC® Investor Reporting Package).


 


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


 



    -316-


     


    

 


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 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. Upon reasonable prior written
request, the Master Servicer shall provide the Special Servicer with information in its possession that is reasonably required
to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicer, the Trustee or the Certificate Administrator
shall calculate or verify any Collateral Deficiency Amount.


 


The Special Servicer
shall promptly notify the Master Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount, any
Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified
Loan or Serviced Whole Loan (which notification may be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to
time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of the identity of
the Controlling Class as set forth in Section 3.23(m) and shall promptly post notice of any Appraisal Reduction Amount,
Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s
Website. With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes
of (x) determining the Controlling Class and whether a Control Termination Event or Consultation Termination Event has occurred
and is continuing and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer
or the Operating Advisor, the appraised value of the related Mortgaged Property will be determined on an “as-is” basis.


 


(b)          
(i)  The Holders of the majority by Certificate Balance of any Class of Control Eligible Certificates that is
determined at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at
their sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master
Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal of any Mortgage Loan (or Serviced Whole
Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”). With respect to any Serviced Mortgage Loan, the Special Servicer shall use its reasonable
best efforts to ensure that such Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written
request and will 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). With respect to any such Non-Serviced Mortgage Loan, the Master
Servicer shall


 



    -317-


     


    

 


use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer
and to forward such second appraisal to the Special Servicer.


 


(ii)          
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Non-Serviced Special Servicer (for
Appraisal Reduction Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable
Intercreditor Agreement) and the Special Servicer (for Collateral Deficiency Amounts on Non-Serviced Mortgage Loans and for Cumulative
Appraisal Reduction Amounts on Serviced Mortgage Loans) shall determine, in accordance with the Servicing Standard, whether, based
on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, based on such supplemental Appraisal and any information received from the Master Servicer. If required
by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each Appraised-Out Class shall,
if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of an Appraised-Out Class may not exercise any direction,
control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling
Class (such period beginning upon receipt by the Master Servicer or Special Servicer, as applicable, of any request to obtain a
supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Master Servicer
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 most subordinate Class of Control Eligible Certificates that is not an Appraised-Out Class, if
any, during such period.


 


(c)          
The Special Servicer shall use reasonable efforts to order an Appraisal or conduct a valuation promptly upon the occurrence
of an Appraisal Reduction Event with respect to a Serviced Mortgage Loan. On the first Determination Date occurring on or after
the tenth business day following the receipt of the Appraisal or the completion of the valuation, the Special Servicer shall calculate
and report to the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and, prior to the occurrence
of any Consultation Termination Event, the Directing Certificateholder, the Appraisal Reduction Amount, taking into account the
results of such Appraisal or valuation and receipt of information requested by the Special Servicer from the Master Servicer reasonably
necessary to calculate the Appraisal Reduction Amount. Such report shall be forwarded by the Master Servicer (or the Special Servicer
if the related Mortgage Loan is a Specially Serviced Loan), to the extent a related Serviced Pari Passu Companion Loan has been
included in a securitization transaction, to the master servicer of such securitization into which the such Serviced Pari Passu
Companion Loan has been sold, or to the holder of any related Serviced Pari Passu Companion Loan.


 






    -318-


     


    

 


With respect to each
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, and of each anniversary, of the related Appraisal Reduction Event, and (2) upon its determination
that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master
Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal
valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of
any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or
internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably
requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either
in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine
or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount with respect
to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, that the Special Servicer shall not be liable for failure to comply with
such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special
Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such
report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of
such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the
Special Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall
replace the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer
shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will
not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related
Companion Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer has
obtained an Appraisal or


 



    -319-


     


    

 


conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect
to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of the Appraisal Reduction
Event. Instead, the Special Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the
validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal (or,
if the date of such Appraisal is prior to the date of the related Appraisal Reduction Event or anniversary thereof, as applicable,
the date of the related Appraisal Reduction Event or such anniversary, as applicable) or preparation of the applicable internal
valuation); provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer
of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following
the Special Servicer’s reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts or Collateral
Deficiency Amounts.


 


(d)          
Any Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal
Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification of such
Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other
Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)          
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related Serviced Subordinate Companion Loan (until its
principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related
Serviced AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective outstanding
principal balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance
with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro
rata, between the related Serviced Pari Passu Mortgage Loan and the


 



    -320-


     


    

 


related Serviced Pari Passu Companion Loan, based upon
their respective outstanding principal balances.


 


Section 4.06       
[RESERVED].


 


Section 4.07      
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the
reports prepared by that party being made available pursuant to Sections 3.13(b) and (d), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the
Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced
in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such
Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master
Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage
Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged
Information Exception, (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or the disclosure of attorney work product or (vii) answering any


 



    -321-


     


    

 


Inquiry is otherwise, for any reason, not advisable,
it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating
Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise
disclose any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice
by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement:
“Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator
and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be
in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result
in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or
(vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact
that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed
to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their
respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have
any responsibility or liability for the content of any such information. The Certificate Administrator shall not be required to
post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers
and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing,
the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response would require
the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive
under the terms of this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner 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


 



    -322-


     


    

 


well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the
reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the
Master Servicer to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of
time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall
reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period
of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response
to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that
(i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or
any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency
Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the
Certificate Administrator) that the performance of such duties or the payment of such costs 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


 



    -323-


     


    

 


and Document Request Tool. The 17g-5 Information Provider will not be liable
for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request
Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08       
Secure Data Room. (a)  The Certificate Administrator shall create a Secure Data Room on the Closing Date.
Upon receipt of a Mortgage Loan Seller’s Diligence File Certification, the Depositor shall promptly deliver to the Certificate
Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by such Mortgage Loan Seller
to the IntraLinks Site. On the 120th day after the Closing Date, to the extent not previously delivered to the Certificate Administrator,
the Depositor shall deliver to the Certificate Administrator an electronic copy of the Diligence File for each Mortgage Loan that
has been uploaded to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents
of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the
Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the
Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of
a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents constituting any Diligence File have actually been delivered to the Certificate
Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the
contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room.
In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information
from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies
of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or


 



    -324-


     


    

 


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


 


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


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibit A-1 through and including Exhibit A-3, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B
Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class X-E, Class
X-F, Class X-G and Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance of
not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or Original Notional
Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional


 



    -325-


     


    

 


Amount, as applicable,
that includes the excess of (i) the Original Certificate Balance or Original Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued,
maintained and transferred in minimum percentage interests of 5% of such Class R Certificates and in integral multiples of 1% in
excess thereof.


 


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


 


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LP) 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


 



    -326-


     


    

 


adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


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


 


(b)          
Certificates of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates,
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)          
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall
only be in the form of Definitive Certificates.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners
of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i)
or (ii) above with respect to any Certificates of a Class that are in the form


 



    -327-


     


    

 


of Book-Entry Certificates and upon surrender
by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration,
the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of
a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne
by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will
refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the
Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by
the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than
Definitive Certificates) referred to in this Section 5.03.


 


(b)          
Subject to the restrictions on transfer set forth in this ARTICLE V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or


 



    -328-


     


    

 


cause
the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate,
such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an
equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar


 



    -329-


     


    

 


shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to 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


 



    -330-


     


    

 


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 represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall
in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A
Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such


 



    -331-


     


    

 


increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate,
the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a
transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)           
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)           
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(k)          
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 






    -332-


     


    

 


(l)           
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall
have received either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially
in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an
employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the
Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA)
for which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local
law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (within the meaning
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance
company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III
of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in
a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A)
or (B) above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion
of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited
transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers,
the Underwriters, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and
Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate
unless the Trustee and Certificate Administrator have received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters
or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate
the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.


 






    -333-


     


    

 


(n)          
No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee
of a Class R Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or
using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA). Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio
and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the
applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)          
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who
is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable


 



    -334-


     


    

 


income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section
5.03(n) and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement
from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.


 


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


 


(o)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and each Certificateholder shall be deemed by the acceptance of its Certificate to agree to provide the Certificate
Administrator information relating to such Certificateholder solely to the extent necessary for the Certificate Administrator to
determine any required withholding amounts. If the Certificate Administrator does withhold any amount from interest or original
issue discount


 



    -335-


     


    

 


payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the
Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any
expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor
any agent of any of them shall be affected by any notice to the contrary; provided, that to the extent that a party to this
Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee) under the same circumstances, and subject to the same conditions, as such
report, statement or other information as would be provided to a Certificateholder.


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate
Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to the most recent list of the Certificateholders. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the


 



    -336-


     


    

 


Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor
shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date
preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. Disclosure
in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence:


 


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


 


(ii)          
Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding
the exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) should deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – MSBAM 2016-C31 (with a copy to: trustadministrationgroup@wellsfargo.com). Any Communication Request must contain
the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting
Investor.


 


(iii)          
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate


 



    -337-


     


    

 


Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed
letter from a broker or dealer stating the requesting investor is the beneficial owner, or (D) a document acceptable to the Certificate
Administrator that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator shall
not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


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


 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 






    -338-


     


    

 


(e)          
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)          
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
[RESERVED].


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or


 



    -339-


     


    

 


incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)          
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for
its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents,


 



    -340-


     


    

 


(B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(iii)          
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals,


 



    -341-


     


    

 


authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have
a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          
The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special 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,


 



    -342-


     


    

 


is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


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


 


(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;


 






    -343-


     


    

 


(iii)          
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


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


 


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


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


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


 


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


 






    -344-


     


    

 


(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


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


 


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


 


(iii)          
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in 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;


 






    -345-


     


    

 


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


 


(vii)          The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


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


 


(ix)          
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section
6.01 which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder.


 






    -346-


     


    

 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws
of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under
this Agreement.


 


(b)          
The Depositor, the Master Servicer, the Special Servicer and the Operating Advisor each may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its
assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in
which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer
or the Operating Advisor shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer or
the Operating Advisor (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer or the Operating Advisor, as the case may be, in accordance with the terms of this Agreement) or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that
with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect
to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received
from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided,
further, that if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide
a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion
Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Serviced
Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the
Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in
such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as
applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that


 



    -347-


     


    

 


such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization
(and specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that
the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not
be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer,
the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and
has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents
to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following
the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the
Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the
Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the
case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such
consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the
conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth
in Section 7.01.


 


(i)          
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)          
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person
if the Asset Representations Reviewer is not the successor or surviving Person. The rate at which the Asset Representations Reviewer
Asset Review Fee (or any component thereof) is calculated shall not be affected by such merger, consolidation or succession, and
the Asset Representations Reviewer shall bear all reasonable costs and expenses of each party hereto and each Rating Agency in
connection with such merger, consolidation or succession.


 






    -348-


     


    

 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and their respective Affiliates
or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall
be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, that (i) this
provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations
made by it herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in
the performance of such party’s obligations or duties or by reason of negligent disregard of such party’s obligations
and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee
or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders, members, managers,
employees or agents of any of the foregoing may rely on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and their respective
Affiliates and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be
indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual or
threatened legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans,
the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by
it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of its obligations or
duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor
and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with
any violation by any of them of any state or federal securities law. Each of the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely
on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of
auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement
and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the


 



    -349-


     


    

 


proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its
respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from
the Trust; provided, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may
deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced
Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion
Loan); provided, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses,
costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related
Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect
to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or
Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse
the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and
costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


 


(c)          
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by


 



    -350-


     


    

 


the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense
of such claim is materially prejudiced thereby.


 


(d)          
Subject to Section 8.02, each of the Trustee and the Certificate Administrator (including in its role as Custodian),
respectively agrees to indemnify the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator),
the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member,
manager employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if
a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory
to the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)          
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures,


 



    -351-


     


    

 


reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the
Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect
to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the
Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)          
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)          
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 






    -352-


     


    

 


(h)          
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so
notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.


 


(i)           
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced
Depositor, Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Paying Agent and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents and the Non-Serviced Trust (with respect to
the International Square, SSTII Self Storage Portfolio and The Shops at Crystals Whole Loans) (collectively, the “Non-Serviced
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


(j)           
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case
may be, will be deemed not to have engaged in willful


 



    -353-


     


    

 


misconduct or committed bad faith or negligence in the performance of their
respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer
or Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or Special
Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially
would cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the Trust or cause the Grantor Trust
to fail to qualify as a grantor trust under the relevant provisions of the Code (for which determination the Master Servicer and
Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of
the Trust).


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt
by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless
applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the
Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or
successor special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as applicable,
responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special
Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section
6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor
master servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer
or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates
and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the
Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all costs and expenses
(including out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator)


 



    -354-


     


    

 


associated with a transfer
of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall the Master
Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer
or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by
the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by
the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder. (a)  Other than with respect to any Serviced AB Whole Loan for which the
related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, for so long as
no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Specially Serviced Loans and any Non-Specially Serviced Loan with respect to matters involving
a Major Decision processed by the Special Servicer (other than, in each case, any Excluded Loan and any Servicing Shift Mortgage
Loan), (2) the Special Servicer with respect to Non-Specially Serviced Loans other than any Excluded Loan, as to all Major
Decisions for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special
Servicer with respect to all Mortgage Loans other than any Excluded Loan, for which an extension of maturity is being considered
by the Special Servicer or by the Master Servicer subject to consent or deemed consent of the Special Servicer, and notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section
6.08, (i) with respect to a Mortgage Loan to the extent the Master Servicer is responsible for processing any such action
as described in the immediately succeeding paragraph, the Master Servicer, shall not be permitted to take any of the following
actions (each a “Major Decision”), irrespective of whether any such Major Decision constitutes a “Major
Decision” under, and as defined in, the related Intercreditor Agreement, unless it has obtained the consent or deemed consent
of the Special Servicer (provided that such consent shall be deemed given (unless earlier objected to by the Special Servicer)
fifteen (15) Business Days after the Special Servicer’s receipt of the Master Servicer’s written recommendation and
analysis with respect to such Major Decision and all information reasonably requested by the Special Servicer, and reasonably


 



    -355-


     


    

 


available
to the Master Servicer, in order to make an informed decision with respect to such Major Decision and (ii) with respect to
any Serviced Mortgage Loan (other than any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event
has occurred and is continuing, the Special Servicer shall not be permitted to take any of the following actions (to the extent
the Special Servicer is responsible for processing any such action as described in the immediately succeeding paragraph) (and shall
not be permitted to consent to the Master Servicer’s taking any of the following actions (to the extent the Master Servicer
is responsible for processing any such action as described in the immediately succeeding paragraph) as to which the Directing Certificateholder
has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (xi) below), after
the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information
reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer, in order to grant or
withhold such consent (provided that if such written objection has not been received by the Special Servicer within such
ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed to have approved such action):


 


(i)           
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property)
of the ownership of the property or 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 Serviced
Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;


 


(iii)          following a default or an event of default with respect to a Serviced Mortgage Loan or Serviced Whole Loan, any exercise
of remedies, including the acceleration of the Serviced Mortgage Loan or Serviced Whole Loan or initiation of any proceedings,
judicial or otherwise, under the related Mortgage Loan documents;


 


(iv)          any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance
with this Agreement, in each case, for less than the applicable Purchase Price;


 


(v)          
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


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


 






    -356-


     


    

 


(vii)        any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage
Loan or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in
the Mortgagor;


 


(viii)       any property management company changes (with respect to a Serviced Mortgage Loan with a Stated Principal Balance greater
than $2,500,000), including, without limitation, approval of the termination of a manager and appointment of a new property manager,
or franchise changes (with respect to a Serviced Mortgage Loan) or Serviced Whole Loan for which the lender is required to consent
or approve such changes under the Mortgage Loan documents);


 


(ix)        
releases of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there
is no lender discretion, and other than those that are permitted to be undertaken by the Master Servicer without the consent of
the Special Servicer pursuant to Section 3.18(m) of this Agreement;


 


(x)          
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Serviced Mortgage Loan or Serviced Whole Loan other than pursuant to
the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(xi)         
any determination of an Acceptable Insurance Default;


 


(xii)        
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
non-disturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease is of an outparcel
or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged
Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine
leasing matter or such transaction relates to a Specially Serviced Loan; provided that if lender consent is not required
for such transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xiii)       
any modification, 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 Serviced
Mortgage Loan or Serviced Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto;
provided, 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; and


 






    -357-


     


    

 


(xiv)          
any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, that in the event that
the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring
consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event in this Agreement
(or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor), is necessary to protect the
interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the
holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting
for the Special Servicer’s (in the case of the Master Servicer) or the Directing Certificateholder’s response (or without
waiting to consult with the Directing Certificateholder or the Operating Advisor, as the case may be), provided that the
Special Servicer or Master Servicer, as applicable, provides the Special Servicer (in the case of the Master Servicer) or the Directing
Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided,
that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing Certificateholder
only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder
in connection with any Major Decision not relating to any Excluded Loan or any Servicing Shift Mortgage Loan (and any other actions
which otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination Event hereunder)
and consider alternative actions recommended by the Directing Certificateholder, in respect thereof. In the event the Special Servicer
receives no response from the Directing Certificateholder within ten (10) Business Days following its written request for input
on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the
specific matter; provided, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan. In addition, after a Control Termination Event, the Special Servicer will also be required to consult with
the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider
alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days
following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, that the failure of the


 



    -358-


     


    

 


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), including, without limitation, the first proviso set forth at the conclusion of
the immediately preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes a “Major
Decision” with respect to (i) any Specially Serviced Loan and (ii) any Non-Specially Serviced Loan (unless the Master Servicer
and Special Servicer have mutually agreed to have the Master Servicer process such request) and (b) the Master Servicer shall process
all requests for any matter that constitutes a “Major Decision” with respect to any Non-Specially Serviced Loan if
the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request. Upon receiving
a request for any matter that constitutes a Major Decision, 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 will process such request, the
Special Servicer will be required to process such request and the Master Servicer will have no further obligation with respect
to such request or the related Major Decision. In addition, with respect to any Non-Serviced Mortgage Loan, any action to be taken
under this Agreement with respect to such Non-Serviced Mortgage Loan, which action is equivalent of an action under clause (xiii)
of the definition of “Major Decision,” shall be processed by the Special Servicer as if it were a Major Decision under
this Agreement.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, for so long as no Control Termination Event
has occurred and is continuing, the Directing Certificateholder subject to any rights, if any, of the related Companion Holder
to advise the Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor
Agreement, may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan,
as the Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act,


 



    -359-


     


    

 


or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of
the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer
or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, that the Directing Certificateholder shall not be protected against any liability to
a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence
in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations
or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder shall be
deemed to have acknowledged and agreed that the Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that
the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class,
including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the
Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable
to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that
the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so
acted.


 


Any Non-Serviced Controlling
Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that any such Non-Serviced Controlling Holder, with respect to the related Non-Serviced Whole Loan, may
take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced PSA including
the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced
Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with


 



    -360-


     


    

 


those of Holders of some Classes of the Certificates, that such Non-Serviced Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such
Non-Serviced Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director,
officer, employee, agent or principal thereof for having so acted.


 


(b)          
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan and any Servicing Shift Mortgage Loan), the Directing
Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled
pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing
Certificateholder (other than with respect to any Excluded Loan and any Servicing Shift Mortgage Loan (unless the Directing Certificateholder
is entitled to exercise the consultation rights of the “Non-Controlling Note Holder” under the related Intercreditor
Agreement)) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after
the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan and any Servicing Shift Mortgage
Loan (unless the Directing Certificateholder is entitled to exercise the consultation rights of the “Non-Controlling Note
Holder” under the related Intercreditor Agreement)), the Directing Certificateholder shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. With respect to a Servicing
Shift Whole Loan, the related Servicing Shift Control Note holder, as applicable, shall have the right to consent to servicing
actions in respect of such Whole Loan to the extent set forth in the related Intercreditor Agreement.


 


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 related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of


 



    -361-


     


    

 


this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)          
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in
any material respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period
of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business
Days in the case of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by ARTICLE
XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the
date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer
or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than
25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure,
by the related Serviced Companion Noteholder; provided, if such failure is capable of being cured and the Master Servicer
or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, 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, that if such breach
is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is


 



    -362-


     


    

 


diligently pursuing such cure, such
30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)         
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)         the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing; or


 


(viii)        either of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating
downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been
withdrawn within sixty (60) days of such event) and, in the case of either of clauses (A) or (B), publicly citing
servicing concerns with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating
action; or


 


(ix)          
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60)
days of the delisting.


 


(b)          
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the
written direction of the Directing Certificateholder (solely with respect to the Special Servicer and, in any event, (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan or
(unless the Directing Certificateholder is entitled to exercise the termination rights of the “Non-Controlling Note Holder”
under the related Intercreditor Agreement) any Servicing Shift Whole Loan), the holder of the related Servicing


 



    -363-


     


    

 


Shift Control Note
(solely with respect to a Servicing Shift Whole Loan, and the Special Servicer with respect thereto) or the Holders of Certificates
entitled to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each
of the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer
Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice
to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder
or Companion Holder, if applicable); provided, that the Affected Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this ARTICLE VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with
respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as
the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without
limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is
the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect
to the Mortgage Loans or any REO Property (provided, that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue
to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates
and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to
the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination). If replaced as a result of a
Servicer Termination Event, the Master Servicer or Special Servicer, as the case may be, shall be responsible for the costs and
expenses associated with the transfer of its duties.


 


(c)          
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such
notice in which to find a successor


 



    -364-


     


    

 


master servicer qualified to act as Master Servicer hereunder in accordance with Section
6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this
Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the
event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the
Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. A replacement Special Servicer shall be selected by the Trustee or, prior to a Control Termination Event, by
the Directing Certificateholder (other than in respect of any Excluded Loan). Any Special Servicer appointed to replace the Special
Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder
of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance
with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies
that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings
of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25).


 


(d)          
Subject to the rights of the holder of a related Serviced Subordinate Companion Loan pursuant to the related Intercreditor
Agreement at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any
Excluded Loan or any Servicing Shift Whole Loan, the Directing Certificateholder shall be entitled to terminate the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Special Servicer under this Agreement, with or without cause,
upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer (which must be
a Qualified Replacement Special Servicer) meeting the requirements of this Section 7.01(d). Upon a termination of such Special
Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor special servicer;
provided, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) the Trustee
has provided each Rating Agency with a Rating Agency Communication and (iii) no replacement of the Special Servicer shall
be effective until the Certificate


 



    -365-


     


    

 


Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof
and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance
Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction
to assume the duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the
reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery
by such Holders to each Rating Agency (with a copy to the Certificate Administrator and Trustee) of a Rating Agency Communication
(which Rating Agency Communication shall be provided at the expense of such Holders), the Certificate Administrator shall promptly
post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section
3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard, which vote shall
occur within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders of Certificates
evidencing at least 75% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint the successor special servicer to assume the duties of such Special Servicer
(which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall
include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to (i) any
Serviced AB Whole Loan for which the holder of the related Serviced Subordinate Companion Loan is not subject to a Serviced AB
Control Appraisal Period or (ii) any Servicing Shift Whole Loan.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period, to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan
pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the
designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will
be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications
and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 






    -366-


     


    



 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with respect to a Non-Serviced
Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will
be selected by the related Non-Serviced Trustee or, prior to a consultation termination event under the related Non-Serviced PSA,
by the related Non-Serviced Controlling Holder; provided, 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.


 


Each Servicing Shift
Control 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 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.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report, substantially in the form of Exhibit W attached hereto, setting forth the reasons supporting its
recommendation (along with any information the Operating Advisor considered relevant to its recommendation) and recommending a
replacement Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error or to
incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided,
further, that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying
its recommendation) and


 



    -367-


     


    

 


recommending a suggested replacement special servicer to assume the duties of such Special Servicer, which
shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all
Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website in accordance
with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the
affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances
of such Certificates) of all Principal Balance Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s
recommendation to the Certificate Administrator’s Website and (ii) the delivery of a Rating Agency Communication to
each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee
shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor
special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) associated with providing such Rating Agency Communications and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee
does not receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding
the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to
(i) a Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to a Serviced AB Control Appraisal
Period under the related Intercreditor Agreement or (ii) a 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 Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii)
and (ix) and the resulting operation of Section 7.01(b) and (c).


 



    -368-


     


    

 


The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)           Notwithstanding the foregoing, if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan, then the Master Servicer may not be terminated by or at the direction of the related holder of
such Serviced Companion Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but
upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint
a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


 


(g)          Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan,
the Directing Certificateholder may select (and, at any time, replace) an Excluded Special Servicer, as successor to the resigning
Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and during
the continuance of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded
Loan or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within
thirty (30) days of notice of such resignation, the 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.
In addition, the Special Servicer shall have no liability with respect to the identity of the applicable Excluded Special Servicer,
so long as at the time of appointment the Excluded Special Servicer selected by the resigning Special Servicer is a Qualified Replacement
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then current ratings of the Certificates and the equivalent
from each NRSRO hired to provide ratings with respect to any class of securities backed, wholly or partially, by any Serviced Pari
Passu Companion Loan, (ii) the applicable Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the
applicable Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable depositor and
certificate administrator of any other securitization, if applicable, that contains a Serviced Pari Passu Companion Loan, the information,
if any, required pursuant to Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan (including, without limitation, as a result
of the related Mortgaged Property becoming REO Property), (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer
shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer


 



    -369-


     


    

 


an Excluded Special Servicer Loan (provided
that the Special Servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and
Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, that any failure to perform such
duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys
required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer
shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer,
and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor
master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee
as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion
Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,


 



    -370-


     


    

 


including but
not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section
3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special
Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity
of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and
liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer,
as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall
be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so
act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with
respect to the Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan or Servicing Shift Whole Loan) or the Holders of Certificates entitled to more than 50% of the
Voting Rights (or the related Controlling Holder (to the extent set forth in the related Intercreditor Agreement, solely with respect
to the related Serviced Whole Loan and the special servicer in respect thereof)) so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets
the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be
effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the Special Servicer) has been
approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder, such approval
not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending
appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by
law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption
of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted
the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special
Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as
shall be necessary


 



    -371-


     


    

 


to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor
Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be)
has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided
that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and
to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the
Trust. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination,
or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs
and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with
this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or
Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer would
otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated
Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee
Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03     Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, 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


 



    -372-


     


    

 


Termination
Event; provided, that a Servicer Termination Event under clause (i), (ii) (viii) 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, such Servicer Termination Event shall
cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover from the Trust all costs
and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to
such waiver. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer
Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other
Person held such Certificates.


 


Section 7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless
such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master
Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to
a Nonrecoverable Advance hereunder.


 


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


 



    -373-


     


    

 


Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)          The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of ARTICLE II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)          No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, that:


 


(i)           Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(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


 



    -374-


     


    

 


(iii)         Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com
to the Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under
this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor
Certification pursuant to this Agreement.


 


Section 8.02    
 Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section
8.01:


 


(i)           The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties 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


 



    -375-


     


    

 


the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)         Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)          Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)         The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not
relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further, that
the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that
is a Prohibited Party;


 


(vii)        For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless
written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee
or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this
Agreement;


 


(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as Master Servicer or Special


 



    -376-


     


    

 


Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)          Except as otherwise expressly set forth in this Agreement, neither Wells Fargo Bank, National Association nor Wilmington
Trust, National Association, as applicable, acting in any particular capacity hereunder will be deemed to be imputed with knowledge
of (a) either Wells Fargo Bank, National Association or Wilmington Trust, National Association, as applicable, acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) either Wells Fargo Bank, National Association or Wilmington
Trust, National Association, as applicable, 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 Wilmington Trust, National Association, as applicable,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers; provided that the knowledge of employees performing special servicing functions shall not be imputed to employees
performing master servicing functions and vice versa;


 


(xii)         Other than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee
or the Certificate Administrator be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 


(xiii)        In connection with any vote or any other exercise by Certificateholders of their rights hereunder, neither the Trustee nor
the Certificate Administrator is under any obligation to advise or consult with Certificateholders about the matter that is the
subject of such vote or exercise of rights other than process-related questions regarding the administration of any vote; and


 


(xiv)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 



    -377-


     


    

 


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 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set
forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and
the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may
rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section 8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of its duties hereunder, the Certificate Administrator will be paid the Certificate
Administrator/Trustee Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator/Trustee Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage
Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay
to the Trustee monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee
Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee
Fee shall be computed in the same manner as interest is


 



    -378-


     


    

 


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 be payable by the Certificate Administrator to the Trustee from the
Certificate Administrator/Trustee Fee and shall constitute the Trustee’s sole form of compensation for all services rendered
by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the
Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee
Fee shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers
and duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator/Trustee Fee shall be payable with respect to any Companion Loan.


 


(b)          The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate
Administrator, respectively (including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating
Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider) hereunder; provided, that none of the Trustee or
the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of
the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by
reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s,
respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise
from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator
specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination
of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment
of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)          The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties,


 



    -379-


     


    

 


fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement.


 


Section 8.06      Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the
Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a
corporation, national bank, national banking association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the
trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to,
the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution
insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is
rated at least “A2” by Moody’s, “A-” by Fitch and, if rated by KBRA, a rating by KBRA
equivalent to at least an “A2” rating by Moody’s; provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured
debt rating of no less than “Baa2” by Moody’s, “A-” by Fitch and, if rated by KBRA, a
rating equivalent to at least a “Baa2” rating by Moody’s, (b) its short-term debt obligations have a
short-term rating of not less than “P-2” from Moody’s, “F1” by Fitch and, if rated by KBRA, a
rating by KBRA equivalent to any of the foregoing and (c) the Master Servicer maintains a long-term unsecured rating of
at least “A2” by Moody’s, “A+” by Fitch and, if rated by KBRA, a rating by KBRA equivalent to
at least “A2” by Moody’s; provided, further, that if any such institution is not rated by
KBRA, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or
such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an
entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable shall elect either
to (i) resign


 



    -380-


     


    

 


immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Trust REMICs or the Grantor Trust, as applicable, from a state and local jurisdiction
that does not impose such a tax.


 


Section 8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor,
the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving such
notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator,
as the case may be, may petition any court of competent jurisdiction for the appointment of a successor. The Trustee or the Certificate
Administrator, as applicable, shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating
Agency in connection with its resignation.


 


(b)          If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written
request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, at such removed party’s
cost, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee
or certificate administrator shall have


 



    -381-


     


    

 


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 successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have
been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the
case may be, shall pay all reasonable costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders
of Morgan Stanley Bank of America


 



    -382-


     


    

 


Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31
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 Bank of
America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 or in blank; provided, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the
signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable
efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan
document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such
Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall
cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in
any case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments
have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)          Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08     Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 



    -383-


     


    

 


(b)         No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable,
shall be eligible under the provisions of Section 8.06.


 


(c)         
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section
8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as
applicable, to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10)
days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such
successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master
Servicer.


 


Section 8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such
notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10      Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof. All co-trustee fees shall be payable out of the Trust Fund.


 






    -384-


     


    

 


(b)         In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this ARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)         Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)          The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 


Section 8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 



    -385-


     


    

 


Section 8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)          The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)         The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


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


 


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


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions


 



    -386-


     


    

 


contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13      Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them
regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master
Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master
Servicer or Special Servicer, as applicable.


 


Section 8.14     Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


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


 


(iii)         The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance


 



    -387-


     


    

 


with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


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


 


(vi)         No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section 8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 



    -388-


     


    

 





 


ARTICLE
IX



TERMINATION


 


Section 9.01    Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section
9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price
of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling
Class), (3) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination,
unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged
Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced
PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced
Master Servicer in accordance with clauses (2) and (3) above, minus (b) solely in the case where
the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d)
and any unpaid Servicing Fees and any related Pari Passu Loan Primary Servicing Fees, remaining outstanding and payable solely
to the Master Servicer or Non-Serviced Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master
Servicer or Non-Serviced Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R
Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding
paragraph; provided, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C
and Class D Certificates are no longer


 



    -389-


     


    

 


outstanding (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder
shall have the right, to exchange all of its Certificates (other than the Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to
Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s
portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits
have been made and following the surrender of all its Certificates (other than the Class R Certificates) on the applicable
Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Serviced Companion Loan to the extent (i) its related Serviced
Pari Passu Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement
remain due and owing.


 



    -390-


     


    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates
may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund
only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in
the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that
the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of
the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC
Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion
shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section


 



    -391-


     


    

 


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 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of
such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the
Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Excess Interest Certificates
so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount
shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as
applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as
of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the
Class LR Interest in accordance with Sections 4.01(a), 4.01(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;


 



    -392-


     


    

 


(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.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01  
REMIC Administration. (a)  The Certificate Administrator shall prepare or cause to be prepared, and file
or cause to be filed with the IRS, on behalf of each Trust REMIC an application for a taxpayer identification number for such REMIC
on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall make elections or cause
elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax
Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the
last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the
REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the
Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests
shall be designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole
class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC
other than the foregoing interests.


 


(b)          The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)          The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination
or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any


 






    -393-


     


    

 



REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.


 


(d)              
By acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation of the Certificate
Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code,
to the extent such provision is applicable to the Trust REMICs and (ii) the Holder of the largest Percentage Interest in the Class
R Certificates hereby agrees to the irrevocable appointment of the Certificate Administrator as its agent to perform all of the
duties of the “tax matters person” for the Trust REMICs.


 


(e)              
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(f)              
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any
Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax
matters person” and/or “partnership representative” who will serve as the representative of each of the Trust
REMICs created hereunder.


 


(g)              
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking


 



    -394-


     


    

 


such
action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense
of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust,
any Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(h)              
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any
“prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect
of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax
authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and
then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section
4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates


 



    -395-


     


    

 


in the manner
specified in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then
to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except
to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes
willful misconduct, bad faith, or negligence by such party.


 


(i)               
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(j)                
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(k)               
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(l)               
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(m)              
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to ARTICLE
IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II or ARTICLE III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not
(a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against
such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC
Provisions.


 


(n)               
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections


 



    -396-


     


    

 


allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Class R Certificateholder, past or present. Each Class R Certificateholder agrees, by acquiring such Certificate,
to any such elections.


 


Section 10.02     Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this ARTICLE X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this ARTICLE X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this
ARTICLE X by virtue of the appointment of any such agents or attorneys.


 


(b)              
The Certificate Administrator may execute any of its obligations and duties under this ARTICLE X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this ARTICLE X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03     Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor shall provide
or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the
Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for
tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)              
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04     Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any
such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall
agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall
not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the
Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any State
and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed in accordance
herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with
the terms


 



    -397-


     


    

 


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 notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of ARTICLE XI of this Agreement
is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion
Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not
exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good
faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case,
the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to
comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes
a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of


 



    -398-


     


    

 


Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31,
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with
the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of
any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor
or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information
(in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other
Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB,
together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the
Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related
Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance
written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For
purposes of this ARTICLE XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause
a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02     Succession;
Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as
servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which
the Master Servicer and Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer and Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional
Servicer or


 



    -399-


     


    

 


the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the
first Business Day after the effective date of such succession or appointment.


 


(b)               
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and,
subject to the reimbursement of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer.
With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall
be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant
engaged by such 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


 



    -400-


     


    

 


Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)               
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall furnish
to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the Depositor
and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately and timely
report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)               
Notwithstanding anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)                
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the
same time frame as set forth in this Section 11.02.


 


Section 11.03     Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the
Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
System) such Forms executed by the Depositor.


 


Each party hereto
shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any
“sponsor”, credit enhancer, derivative provider


 



    -401-


     


    

 


or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any
separate agreement.


 


(b)               
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will
promptly notify the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or
Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify
the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare
any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Agreement.
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution


 



    -402-


     


    

 


Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for
each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately
preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest
Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor
and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver
such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has


 



    -403-


     


    

 


filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate Administrator may rely
without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset
Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such
Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)               
To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received (a “Special Notice”) disclosure
regarding the request to communicate, and such disclosure is required to include the following and no more than the following:
(a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners
may use to contact the requesting Certificateholder or Certificate Owner. Disclosure in


 



    -404-


     


    

 


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].


 


(c)                
After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day
after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days
after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic
or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the
Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D
as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Merrill Lynch, Pierce, Fenner
& Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman,
Esq., Assistant General Counsel, Bank of America Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte,
North Carolina 28255. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.04(c) related to the timely preparation and filing of Form 10-D is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.04(c). Neither the Trustee nor
the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information


 



    -405-


     


    

 


from any party to this
Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.


 


(d)               
Any notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the
reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator
(to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section 11.05     Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


 (i)            an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


 (ii)           (A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 


(B)        if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such material instance of noncompliance (including whether the identified instance
was determined to have involved the servicing of the Mortgage Loans and any steps taken to remedy such material instance of noncompliance),
or if such report on assessment of compliance with servicing criteria described under Section 11.10 is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


 (iii)          (A)         the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate


 



    -406-


     


    

 


Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


(B)       
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)         a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to


 



    -407-


     


    

 


file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing
of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)               
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available
on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New
York 10036, Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Assistant General Counsel, Bank of America
Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related
to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in
the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have
any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure
to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant
engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


(c)               
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)              
Any notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the
reimbursement of any applicable expenses under


 



    -408-


     


    

 


Section 11.15, to each Other Depositor and each Other Certificate Administrator
(to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 


Section 11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the
trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor shall provide, and (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing
Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect
to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans,
shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust
or, subject to the reimbursement of any applicable expenses under Section 11.15, any Other Securitization that includes
a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st
of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1, Z-2,
Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable,
on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification
Parties”) can reasonably rely. In addition, in the event that any Serviced Companion Loan is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete
contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days
prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained
in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity
for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates
can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts
to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the
Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer


 



    -409-


     


    

 


to enable
such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated
or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as
the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant to this Section
11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing
in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness
of any information provided to such Reporting Servicer by third parties (including a “significant obligor”, but other
than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07     Form 8-K
Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as
required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance
of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included
on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an
Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and


 



    -410-


     


    

 


substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than
the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New
York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail)
to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with
the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8-K
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Merrill Lynch, Pierce, Fenner
& Smith Incorporated, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman,
Esq., Assistant General Counsel, Bank of America Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte,
North Carolina 28255. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate
Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such
Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly
notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage


 



    -411-


     


    

 


Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor
and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as
the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 


Any notice and/or information
furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement of any applicable expenses
under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.07.


 


Section 11.08     Form 15
Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate
Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare
and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such
reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties
to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or
certifications due under Section 11.09, Section 11.10 and Section 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05
and Section 11.07, and all parties’ obligations under this ARTICLE XI shall recommence.


 


Section 11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (but only if an advance was made by the Trustee
in the related calendar year) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017,
deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when


 



    -412-


     


    

 


made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying
Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in
the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout
such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that
is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to
each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy
of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer
as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer
or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional
Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer
or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for
the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that


 



    -413-


     


    

 


resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period
of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement
or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section 11.10     Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, that the Trustee shall be required to deliver
an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor,
the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with
respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian,
or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing
Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, cause (or, in the case of a Sub-Servicer that is also a Servicing
Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, use commercially reasonable efforts to
cause) such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II
or such other form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122
of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end
of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has
been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. If the party’s
assessment compliance or the related attestation report identifies any material instance of


 



    -414-


     


    

 


noncompliance with the Relevant Servicing
Criteria, such party shall also provide a discussion of (1) whether the identified instance was determined to have involved the
servicing of the Mortgage Loans and (2) any steps taken to remedy such identified instance of non-compliance to the extent related
to its activities with respect to asset-backed securities transactions taken as a whole involving such party and that are backed
by the same asset type backing the Certificates. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,


 



    -415-


     


    

 


and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated
under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect
to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required
in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


(d)               
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)                
Any certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section
11.10 shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each
Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.10.


 


Section 11.11     Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March 2017,
the Master Servicer, the Special Servicer, the Trustee (provided, that the Trustee shall not be required to deliver an
assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the
Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating
Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such
Servicing Function Participant to cause and (ii) with respect to each other


 



    -416-


     


    

 


Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause)
a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the
Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section
3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report
to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material
respects. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in 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


 



    -417-


     


    

 


confirmation from the Depositor that
a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this ARTICLE XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any
reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables
required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate


 



    -418-


     


    

 


Administrator, the
Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to
such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting
Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the
Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election is
made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with
the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor informed of its progress with the Commission or its staff and copy the Depositor on all correspondence
with the Commission or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with any
Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments from the Commission or its staff relating to such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than
those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports
filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt
of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions
in the related sub-servicing or similar agreement. Upon resolution with the Commission, and subject to the reimbursement of any
applicable expenses under Section 11.15, the Affected Reporting Party shall promptly provide, to each Other Depositor the
appropriate revised reports, updated or revised information contained in any report filed by the Other Depositor under the Reporting
Requirements, or any updated or revised material communications in connection with the response and/or resolution



    -419-


     


    

 


with the Commission
or its staff, if and to the extent such reports, information and/or communications relate to information that was previously provided
to the Other Depositor and would reasonably be expected to be contained in a report filed by the Other Depositor under the Reporting
Requirements of an Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or 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).


 






    -420-


     


    


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver
such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is
paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with
respect to the offering material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the


 






    -421-


     


    

 


foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable,
for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject to
any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall
be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall
be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition
precedent to any party’s obligations otherwise set forth above and/or elsewhere in ARTICLE XI that the applicable
Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less
than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in
reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may
be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee,
certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so
long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization
such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee,
certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB and the Exchange Act; provided, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation


 






    -422-


     


    

 


requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)                Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate
administrator (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), provide the trustee or certificate administrator, as applicable, under a
Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate
administrator, as applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension
Notification with respect to the related trust) information with respect to any event that is required to be disclosed under
Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such
event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 11.15(c).


 


(d)              
On or before March 1st of each year (commencing in March 2017) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect
to the related trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB
Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment
of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered
accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria
to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as
the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d)


 






    -423-


     


    

 





 with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)               
On or before March 1st of each year (commencing in March 2017) during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case 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 sub-servicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required
to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior
to the date on which the Master


 






    -424-


     


    

 


Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 


(g)              
There is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) related to
the Trust. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor
has notified the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an Other
Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer, as applicable,
is in receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than
the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter following receipt
of such notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any
calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer
or the Special Servicer, as applicable, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business
Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the
Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement
receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less
than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of the “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
or the Special Servicer, as applicable, does not receive such financial information satisfactory to comply with Item 6 of
Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within
ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into
after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the Special Servicer, as applicable, shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 






    -425-


     


    

 


The Master Servicer or
the Special Servicer, as applicable, shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt
of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the
related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related
Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance
with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business
Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization,
shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)              
If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange
Act, then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section 11.16   
[RESERVED].


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under this ARTICLE XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this ARTICLE
XI; provided that if any such party fails to comply with the delivery requirements of this ARTICLE XI by the
expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer
nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations under this ARTICLE XI as
provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this ARTICLE XI by the time required hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


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


 






    -426-


     


    

 


Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this ARTICLE XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Distribution Report in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that
caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer or the Special Servicer, as applicable, shall determine whether (1) any
additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the
form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide
written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation of votes in
accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders
of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review
Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters,
the Mortgage Loan Sellers, the Directing Certificateholder and the other Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall
be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business
Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent


 






    -427-


     


    

 


Loan after the expiration of such
150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset
Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election
except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote shall be paid by the related Mortgage Loan Seller; provided, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within 90 days of being invoiced by the Asset Representations Reviewer,
such amount shall be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory
to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided,
further, that notwithstanding any payment of such amount by the Trust to the Asset Representations Reviewer, such amount
shall remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall pursue remedies against such Mortgage
Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller.
The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(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) for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (6)) after receipt
of such notice from the Certificate Administrator, provide the following materials to the extent in their possession to the Asset
Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan
Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


     (1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


     (2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


     (3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 






    -428-


     


    

 


     (4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


     (5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


     (6)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described pursuant to clause (ii) hereof.


 


(ii)           If the Asset Representations Reviewer determines that it is missing any document that is required to be part of the Review
Materials for such Mortgage Loan that was entered into or delivered in connection with the origination of the related Mortgage
Loan that is necessary in connection with its completion of any Asset Review, the Asset Representations Reviewer shall promptly,
but in no event later than ten (10) Business Days after receipt of the Review Materials identified in clauses (1) - (5)
above, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, of such missing documents, and request that the Master Servicer or the Special Servicer, as applicable,
promptly, but in no event later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer,
deliver to the Asset Representations Reviewer such missing documents to the extent in its possession. In the event any missing
documents are not provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller. The related Mortgage Loan
Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such additional documents only to the extent
in the possession of such Mortgage Loan Seller (and, if such documents are not in its possession, solely with respect to any Mortgage
Loan sold by such Mortgage Loan Seller that is a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller shall be required
to make a request under the applicable Non-Serviced PSA for any such documents that are not in its possession). In the event any
missing documents with respect to a Non-Serviced Mortgage Loan are not provided by the related Mortgage Loan Seller, the Asset
Representations Reviewer shall request such documents from the parties to the related Non-Serviced PSA, to the extent that the
Asset Representations Reviewer is entitled to request such documents under such Non-Serviced PSA.


 


(iii)          The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review


 






    -429-


     


    

 


conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)          Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to
the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with
respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the procedures set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of
a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)           No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


 


(vi)          The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty-five
(45) Business Days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations
Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered
to the Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) within ten (10) Business Days following the request by
the Asset Representations Reviewer, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list
such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the
reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide
such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to all Mortgage Loans) and to the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations
and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall


 






    -430-


     


    

 


have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents provided or explanations given to support a Test pass
conclusion or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered
by the related Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer
shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is
no Test failure with respect to the related Mortgage Loan.


 


(viii)        The Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the
Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or (y) within the ten (10)
days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional thirty
(30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the
Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the
applicable Mortgage Loan Seller, which, in each case, shall be the responsibility of the Enforcing Servicer pursuant to Section
2.03(f) of this Agreement.


 


(ix)           In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)            Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer
shall determine, based on the


 






    -431-


     


    

 


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 “Privileged Information” received
from any party to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans)
and not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this
Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer other than pursuant to a Privileged Information Exception.


 


In addition, the Asset
Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection
with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential
and shall not disclose such documents or information except (i) for purposes of complying with its duties and obligations
pursuant to this Agreement, (ii) if such documents or information become generally available and known to the public other
than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and
necessary for the Asset Representations Reviewer to disclose such documents or information in working with legal counsel, auditors,
taxing authorities or other governmental agencies, (iv) if any such document or information was already known to the Asset
Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations
Reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document or information.


 


(d)              
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or
(ii) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in
connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the
foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset


 






    -432-


     


    

 


Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)               
The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall accrue at a rate equal to 0.00052% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)              
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this definition, “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to the sum of: (i) $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, taking into account the Consumer Price Index for All Urban Consumers,
or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing
Date and for the year of the occurrence of the Asset Review (the “Asset Representations Reviewer Asset Review Fee”).
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90)
days of written request by the Asset Representations Reviewer, such fee shall be paid by the Trust Fund following delivery by the
Asset Representations Reviewer of evidence reasonably satisfactory to the Special Servicer of such insolvency or failure to pay
such amount; provided, that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized
invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such
other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together
with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory
evidence delivered by the Asset Representations Reviewer of such failure to pay such amount; and provided, further,
that notwithstanding any payment of such fee by the


 






    -433-


     


    

 


Trust to the Asset Representations Reviewer, such fee will remain an obligation
of the related Mortgage Loan Seller and the Special Servicer shall determine in accordance with the Servicing Standard whether
it is in the best interest of Certificateholders to pursue and, if it so determines, pursue remedies against such Mortgage Loan
Seller in accordance with the Servicing Standard in order to seek recovery of any such amounts from such Mortgage Loan Seller.


 


(c)               
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price or Loss of Value Payment for any Mortgage Loan that was the subject of a completed Asset Review
that is repurchased by a Mortgage Loan Seller, and such portion of the Purchase Price or Loss of Value Payment 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 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may
petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto
and each Rating Agency in connection with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by
an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and
procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)               
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 






    -434-


     


    

 


(i)               
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates, provided,
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such thirty
(30) day period will be extended an additional thirty (30) days;


 


(ii)               
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)              
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)              
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)             
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received


 






    -435-


     


    

 


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 Cumulative Appraisal Reduction Amounts),
shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights
and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing
to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses
of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer
Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the
right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination
Event of which it becomes aware.


 


(b)              
Upon (i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that holders of the
Certificates entitled to at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset
representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)               
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
12.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset
Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish all


 






    -436-


     


    

 


other acts or things
reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event
later than 30 days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement
or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written
notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to
find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer,
the Depositor shall be permitted, but not obligated to, to find a replacement. The Trustee shall not be liable for any failure
to identify and 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 and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)            to cure any ambiguity or to correct any error;


 






    -437-


     


    

 


(ii)           to cause the provisions in this Agreement to conform to or be consistent with or in furtherance of the statements made with
respect to the Certificates, the Trust or this Agreement in the Prospectus or in the Private Placement Memorandum, or to correct
or supplement any provision which may be inconsistent with any other provisions;


 


(iii)          to amend any provision of this Agreement to the extent necessary or desirable to maintain the status of each Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding (or comparable provisions of state income tax law);


 


(iv)          to make any other provisions with respect to matters or questions arising under or with respect to this Agreement not inconsistent
with the provisions herein;


 


(v)           to modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)          to amend any provision of this Agreement to the extent necessary or desirable to list the Certificates on a stock exchange,
including, without limitation, the appointment of one or more sub-certificate administrators and the requirement that certain information
be delivered to such sub-certificate administrators;


 


(vii)         to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) in order to conform them to the commercial mortgage-backed securities industry standard
for such provisions if (a) the Depositor, the Trustee and the Master Servicer determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
will not result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust, (c) each Rating
Agency shall have been provided with a Rating Agency Communication with respect to such modification, and (d) if no Control
Termination Event or Consultation Termination Event has occurred and is continuing, the Directing Certificateholder consents to
such modification;


 


(viii)        to modify the procedures of this Agreement relating to Rule 17g-5 of the Exchange Act; provided that if such
modification materially increases the obligations of the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information
Provider, the Operating Advisor, the Depositor, the Master Servicer or the Special Servicer, then the consent of such party will
be required;


 


(ix)           to modify, alter, amend, add or to rescind any of the provisions contained in this Agreement if and to the extent necessary
to comply with any rules or regulations


 






    -438-


     


    

 


promulgated, or any guidance provided with respect to Rule 15Ga-1 under the Exchange
Act, by the SEC from time to time; and


 


(x)            any other amendment which does not adversely affect in any material respect the interests of any Certificateholder (unless
such Certificateholder consents).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)              
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, that
no such amendment shall:


 


(i)               
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)             
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)            
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)              
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be


 






    -439-


     


    

 


considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the
consent of the holder of any Serviced Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)             Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received (i) an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person
in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the
relevant provisions of the Code and (ii) an Officer’s Certificate from the party requesting the amendment to the effect that
such all conditions precedent to such amendment set forth herein have been satisfied. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor
Agreement without the consent of the holder of the related Non-Serviced Pari Passu Companion Loan(s).


 


(d)              
Promptly after the full execution of any amendment to this Agreement (but in no event later than 1 Business Day after receipt
of such fully executed amendment), the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s
Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and thereafter, the Certificate
Administrator shall (i) furnish written notification of the substance of such amendment to each Certificateholder, the Depositor,
the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies and (ii) deliver an electronic copy of such
amendment on the effective date thereof to any related Serviced Companion Loan holder.


 


(e)               
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)               
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section
13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)              
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the


 






    -440-


     


    

 


rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the Collection Account.


 


(h)              
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)                
To the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)                
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)              
This Agreement may not be amended without the consent of any holder of a Serviced Subordinate Companion Loan if such amendment
would materially and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(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


 






    -441-


     


    

 


facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)               
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)              
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)               
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of 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


 






    -442-


     


    

 


herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 






    -443-


     


    

 


In the case of the Depositor:



Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and with a copy to:


 


Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C31 Asset Manager

Facsimile: (704) 715-0036

With a copy by e-mail to: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSBAM 2016-C31


 






    -444-


     


    

 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann, Esq.


 


In the case of the Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile: (305) 229-6425


 


with separate copies to:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff, Niral Shah and Adam Singer

Facsimile: (305) 229-6425


 


In the case of the Directing
Certificateholder:


 


RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile: (212) 751-4646


 


with a copy to


 


RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile: (212) 751-4646


 






    -445-


     


    

 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSBAM 2016-C31

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – MSBAM 2016-C31

With a copy by email to: cmbstrustee@wilmingtontrust.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Services Group - MSBAM 2016-C31


 


In the case of the Mortgage Loan
Sellers:


 


		1.	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


 


		2.	Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044



 






    -446-


     


    

 


with a copy to:



W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor, NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and with a copy to:


 


Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


		3.	UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell



 


and with a copy to:


 


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


with a copy to:


 


UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


		4.	KeyBank National Association






11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Joe DeRoy


 


with a copy to:


 


Polsinelli PC





900 W. 48th Place, Suite 900





Kansas City, Missouri 64112





 






    -447-


     


    

 


Attention: Kraig Kohring


 


		5.	Starwood Mortgage Funding III LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Facsimile: (305) 695-5449

With a copy by email to: lfairbanks@starwood.com



 


and with a copy to:


 


LNR Property LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Vincent Kallaher, Senior Vice President

Facsimile: (305) 695-5449

With a copy by email to: vkallaher@lnrproperty.com


 


with a copy to:


 


LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: General Counsel

Facsimile: (305) 695-5449

With a copy by email to: srivers@lnrproperty.com


 


and, with respect to certifications
pursuant to Section 2.02 of this Agreement, with a copy to:



Anderson, McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102

Attention: Vanessa Orta

With a copy by email to: rorta@amopc.com


 


and with a copy to:


 


Marcia Moore-Allen

Facsimile: (405) 236-1448

Email: mmoore-allen@amopc.com.


 






    -448-


     


    

 


In the case of the Operating
Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of the Asset Representations
Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 


    Any notices to the Rating Agencies
shall be sent to the following addresses:


 






    -449-


     


    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

Email: CMBSSurveillance@krollbondratings.com


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor hereby grants to the Trustee
(in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in, to and under
the Conveyed Assets and all proceeds thereof, in each case, whether now owned or existing or hereafter acquired or arising. This
Agreement shall constitute a security agreement under applicable law. This Section 13.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person,


 






    -450-


     


    

 


including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)            
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)            Each of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, Non-Serviced Master
Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           
Subject to Section 2.03(k), Section 2.03(l)(iii) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through
Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(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;


 






    -451-


     


    

 


(ii)            any change in the location of the Collection Account;


 


(iii)           any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)           any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)            any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)           any material damage to any Mortgaged Property;


 


(vii)          any assumption with respect to a Mortgage Loan; and


 


(viii)         any release or substitution of any Mortgaged Property.


 


(c)             The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)             The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall reasonably
request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in
accordance with applicable law and without waiving any attorney-client privilege relating to such information or violating the
terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and Special
Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding
anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies
to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or
Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information
Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer when such information,
report, notice or document has been posted. The Master Servicer or Special Servicer, as applicable, may, but shall not be obligated
to send such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice
or document (i) was previously provided to the 17g-5


 


 



    -452-


     


    




 


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.


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]








    -453-


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.





	 	 	 
	 	BANC OF
    AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC., 

Depositor
	 	 	 
	 	By:	/s/
    Theresa Dooley Bollmann
	 	 	Name:   Theresa
    Dooley Bollmann
	 	 	Title:     Vice
    President
	 	 	 
	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, 

Master Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden
	 	 	Name:   Nachette
    Hadden
	 	 	Title:     Director
	 	 	 
	 	RIALTO
    CAPITAL ADVISORS, LLC, 

Special Servicer
	 	 	 
	 	By:	/s/
    Cheryl Baizan
	 	 	Name:   Cheryl
    Baizan
	 	 	Title:     Chief
    Financial Officer
	 	 	 
	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/
    Stacey Gross
	 	 	Name:   Stacey
    Gross
	 	 	Title:     Vice
    President



 


MSBAM 2016-C31 – Pooling
and Servicing Agreement  


 


     


     

    
 


	 	 	 	 
	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, 

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/
    Dorri Costello
	 	 	Name:   Dorri
    Costello
	 	 	Title:     Vice
    President
	 	 	 
	 	PARK BRIDGE
    LENDER SERVICES LLC, 

Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge
    Advisors LLC
	 	 	Its Sole
    Member
	 	 	 
	 	 	By:	Park Bridge Financial
    LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	/s/
    Robert J. Spinna Jr.
	 	 	 	Name:   Robert
    J. Spinna Jr.
	 	 	 	Title:     Managing Member




 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 


     


     

    
 





	STATE OF NEW YORK	)
	 	)    ss.:
	COUNTY OF NEW YORK	)


  





On
the 9 day of November, 2016, before me, a notary public in and for said State, personally appeared Theresa Dooley-Bollmann, known
to me to be the Vice President of Banc of America Merrill Lynch Commercial Mortgage Inc., that executed the within instrument,
and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.


 


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 


 


	 	 	/s/
    Nicholas Palma
	 	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	NICHOLAS PALMA
	My commission expires:	 	Notary Public - State
    of  New York
	 	 	No. 01PA6188841
	 	 	Qualified in Nassau
    County
	 	 	My Commission Expires
    June 16, 2020


















 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 




     


     

    

 





	STATE OF NORTH CAROLINA	)
	 	):  ss.
	COUNTY OF MECKLENBURG	)


 


On
this 9 day of November, 2016, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her
signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 


	 	/s/
    Erica L. Smith
	 	Notary

    Name:







 





	My Commission expires:	ERICA L. SMITH
	 	NOTARY PUBLIC
	 	Gaston County
	 	North Carolina
	 	My Commission Expires 7/15/2017







 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 






     


     

    

 





	STATE OF FLORIDA	)
	 	)    ss.:
	COUNTY OF MIAMI-DADE	)


 





On the 7th day of November,
2016, before me, a notary public in and for said State, personally appeared *Cheryl Baizan known to me to be a **Chief Financial Officer of Rialto Capital Advisors, LLC, that executed the within instrument,
and ***who is personally known to me to be the person who executed it on behalf of such __________, 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. 





	*	Cheryl Baizan	 
	**	Chief Financial Officer	/s/
    Lori Buckler
	***	who is personally known to me	Notary Public







 





	[SEAL]	 	 
	 	 	Lori
    Buckler
	My commission expires:	 	Notary
    Public, State of  Florida
	 	 	#FF 059264
	 	 	Bonded thru
	 	 	Notary Public Underwriters
	 	 	My
    commission expires February 2,
    2018


 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 







     


     

    

 





	STATE OF Maryland	)
	 	)    ss.:
	COUNTY OF Howard	)


  


On the
7th day of November, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross
known to me to be a VP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me
to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.


 





	 	 	/s/
    Amy Martin
	 	 	Notary Public


 


	[SEAL]	 	 
	 	 	AMY
                                   MARTIN 




	My commission expires:	 	NOTARY
                                   PUBLIC 




	 	 	ANNE
                                   ARUNDEL COUNTY 




	 	 	MARYLAND 




	 	 	My
                                   Commission Expires 2-22-2017 

















 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 




     


     

    

 





	STATE OF DELAWARE	)
	 	)    ss.:
	COUNTY OF NEW CASTLE	)


 





On the 7th day of November, 2016, before me, a notary public in
and for said State, personally appeared Dorri Costello known to me to be a Vice President of Wilmington Trust National Association,
that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.





	 	 	 
	 	 	 
	Christina
    Bader	 	 
	Notary
    Public	 	 
	State
    of Delaware 	 	/s/
    Christina Bader
	My
    Commission Expires March 22, 2020 	 	Notary Public







  


	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 


 


MSBAM 2016-C31 – Pooling and
Servicing Agreement


 




     


     

    

 





	STATE OF NEW YORK	)
	 	)    ss.:
	COUNTY OF NEW YORK	)





 





I CERTIFY that on
November 7th, 2016, Robert J. Spinna Jr., personally came before me and he acknowledged under oath, to my
satisfaction, that he is the Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors
LLC, which in turn is the sole member of Park Bridge Lender Services LLC, a limited liability company, that he is the person
named in and who executed the within instrument, that he signed and delivered this document as the voluntary act and deed of
the said limited liability company.


 


WITNESS my hand and seal hereto affixed the day and year first above written.





	 	 	 
	CATHY
    PAMPINELLA	 	 
	Notary
    Public, State of New York	 	 
	Registration
    #01PA6303022	 	 
	Qualified
    in Suffolk County	 	/s/
    Cathy Pampinella
	Commission
    Expires May 12, 2018	 	Notary Public
	(Affix Notary
    Stamp Above)	 	 









 





	My
    commission expires:	 	 
		(Date)	 




 


MSBAM
2016-C31 – Pooling and Servicing Agreement


 






     


     

    

 


EXECUTION
VERSION


  


EXHIBIT A-1


 


FORM OF REGULAR CERTIFICATE


 


CLASS [__]


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES





SERIES 2016-C31, CLASS [__]


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-G, CLASS D, CLASS E, CLASS F AND CLASS G) OFFERED PURSUANT TO REGULATION S: THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE


 


 



 

1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Temporary Regulation S Book-Entry Certificate legend.

 



    A-1-1 


     


    

 


LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-G, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT (“REGULATION D”) AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”),
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


 



 


3
       Book-Entry Certificate legend.

 


    A-1-2 


     


    




 


[FOR CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES (Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, CLASS A-5, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F
AND Class X-G)] THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE. 


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE.] 


 


[FOR CLASS X CERTIFICATES: THIS CERTIFICATE
HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. The Notional
Amount of this Certificate will be reduced in connection with the reduction of the certificate balance of any Underlying Class
of Principal Balance Certificates. Accordingly, the Notional amount of this Certificate at any time may be less than the initial
Notional Amount set forth below.]


 



    A-1-3 


     


    




 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS OF CERTIFICATE TO WHICH THIS CERTIFICATE BELONGS IS BASED WILL
BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE RATE AT WHICH INTEREST IS PAYABLE
PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THE INITIAL PASS-THROUGH RATE CALCULATED ON THE CLOSING DATE.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS A-S,
CLASS  B, CLASS  C, CLASS  D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES
OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-1-4 


     


    
 

	
        PASS-THROUGH RATE: [_][FOR THE CLASS X CERTIFICATES: VARIABLE
        IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)]

         

        INITIAL [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[_______]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: NOVEMBER 14, 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:

        Rialto Capital Advisors, 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.: [_] – [_]




 


    A-1-5 


     


    

 


CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC OF AMERICA MERRILL LYNCH COMMERCIAL
MORTGAGE INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of November 1,
2016 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.
(hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer
and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder
is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing
Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


[FOR REGULAR CERTIFICATES
(Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, CLASS A-5, Class A-S,
Class B, Class C, Class D,


 






    A-1-6 


     


    

 


Class E, Class F, Class G, Class X-A, Class X-B, Class X-D,
Class X-E, Class X-F AND CLASS X-G):] This Certificate represents a “regular interest” in
a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D
of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS
G: principal and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for the subject Distribution Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS A-1, CLASS A-2,
CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-5, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS X-E, CLASS X-F,
CLASS X-G AND CLASS D CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of thirty (30) days) during the Interest Accrual
Period relating to such Distribution Date at the applicable Pass-Through Rate specified in the Pooling and Servicing Agreement
on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date.


 


Interest [FOR PRINCIPAL
BALANCE CERTIFICATES (CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-S, CLASS B, CLASS C, CLASS D,
CLASS E, CLASS F AND CLASS G): and principal] allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the


 



    A-1-7 


     


    

 


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 wiring
instructions no less than (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the


 




    A-1-8 


     


    

 


Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-S, CLASS B, CLASS
C: 10,000] [FOR CLASS D, CLASS E, CLASS F AND CLASS G: 100,000] [FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount],
and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal
to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01





 



    A-1-9 


     


    

 


in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one (21)
years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS


 






    A-1-10 


     


    

 


LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 




    A-1-11 


     


    

 


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 [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  






    A-1-12 


     


    

 

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 __________ 
	TEN ENT

        JT TEN
	
        - 

        -
	
        as tenants by the entireties 

        as joint tenants with rights of
	Custodian

(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



  






    A-1-13 


     


    

 


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-1-14 


     


    

 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this
Global Certificate have been made:


 




    A-1-15 


     


    

 


 


EXHIBIT A-2


 


[RESERVED]


 




    A-2-1


     


    

 


EXHIBIT A-3


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31

Commercial Mortgage Pass-Through Certificates,





Series
2016-C31, CLASS R


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 



    A-3-1


     


    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN ARTICLE V OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR,
THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION,
AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH
DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE
AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT
TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE
AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT
OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL
NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED
ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE


 



    A-3-2


     


    

 


OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.

 



    A-3-3


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: NOVEMBER 14, 2016

         

        FIRST DISTRIBUTION DATE:

        DECEMBER 16, 2016

         
	 	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:

        RIALTO CAPITAL ADVISORS, 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-3-4


     


    

 


CLASS R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


BANC OF AMERICA MERRILL LYNCH COMMERCIAL
MORTGAGE INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder
is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing
Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 



    A-3-5


     


    

 


Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative” within the meaning
of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC. The Certificate
Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax
matters person” and/or “partnership representative.”


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the subject Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 



    A-3-6


     


    

 


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


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions
of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a
Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual


 



    A-3-7


     


    

 


knowledge that the
proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax
Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from
any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying
that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such
Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. The Certificate Registrar
may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may 


 






    A-3-8


     


    

 


so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and
Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 






    A-3-9


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 


Dated:  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-3-10


     


    

 

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  









	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ 
	TEN ENT

        JT TEN
	
        - 

        -
	
        as tenants by the entireties 

        as joint tenants with rights of
	Custodian

(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act __________________________
	 	 	 	(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



  






    A-3-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-3-12


     


    
 

EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Pari
    Passu
	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	 	Loan Primary
	 	Mortgage	 	Cut-off Date	 	 	 	 	Maturity	Mortgage	Original Term	Remaining Term	Amortization	ARD	Primary Servicing	Servicing
	Loan ID	Loan Seller	Property Name	Balance	Address	City	State	Note Date	Date	Rate	to Maturity (mos.)	to Maturity (mos.)	Term (mos.)	(Yes/No)	Fee Rate	Fee Rate
	1	MSMCH	Huntington Center	$80,000,000	41 South High Street / 50 South Front Street	Columbus	OH	9/30/2016	10/7/2026	3.5300%	120	119	360	No	0.00250%	0.00000%
	2	MSMCH	One Met Life Way	$68,950,000	One Met Life Way	Hanover	NJ	9/29/2016	10/1/2026	4.1600%	120	119	360	No	0.02000%	0.00000%
	3	MSMCH	Hyatt Regency Sarasota	$54,000,000	1000 Boulevard of the Arts	Sarasota	FL	10/3/2016	11/1/2026	4.9800%	120	120	360	No	0.00250%	0.00000%
	4	KeyBank	SpringHill Suites - Seattle	$45,000,000	1800 Yale Avenue	Seattle	WA	9/20/2016	10/1/2026	4.3800%	120	119	360	No	0.01000%	0.00000%
	5	UBSAG	Vintage Park	$45,000,000	102-142 Vintage Park Boulevard	Houston	TX	10/7/2016	10/6/2026	4.9870%	120	119	360	No	0.00250%	0.00000%
	6	BANA	Simon Premium Outlets	$42,215,616	 	 	 	6/1/2016	6/1/2026	4.1680%	120	115	360	No	0.00000%	0.00250%
	6.01	BANA	Lee Premium Outlets	$21,710,888	50 Water Street	Lee	MA	 	 	 	 	 	 	 	 	 
	6.02	BANA	Gaffney Premium Outlets	$12,664,685	1 Factory Shops Boulevard	Gaffney	SC	 	 	 	 	 	 	 	 	 
	6.03	BANA	Calhoun Premium Outlets	$7,840,043	455 Belwood Road	Calhoun	GA	 	 	 	 	 	 	 	 	 
	7	MSMCH	Harlem USA	$40,000,000	320-322 West 125th Street	New York	NY	9/28/2016	10/1/2026	3.3100%	120	119	0	No	0.00250%	0.00000%
	8	BANA	One Stamford Forum	$38,251,697	201 Tresser Boulevard	Stamford	CT	6/28/2016	7/1/2026	4.9000%	120	116	300	No	0.00000%	0.00250%
	9	BANA	International Square	$30,000,000	1825-1875 I Street Northwest and 1850 K Street
    Northwest	Washington	DC	7/11/2016	8/10/2026	3.6150%	120	117	0	No	0.00000%	0.00125%
	10	MSMCH	Coconut Point	$30,000,000	23106 Fashion Drive	Estero	FL	9/7/2016	10/1/2026	3.9530%	120	119	360	No	0.00000%	0.00250%
	11	KeyBank	Thanksgiving Station IV	$29,419,866	2801 North Thanksgiving Way	Lehi	UT	9/1/2016	9/1/2026	4.1100%	120	118	360	No	0.01000%	0.00000%
	12	UBSAG	Birmingham Office Portfolio	$29,000,000	 	 	 	10/7/2016	11/6/2021	4.7285%	60	60	360	No	0.00250%	0.00000%
	12.01	UBSAG	Beacon Ridge Tower	$12,990,000	600 Beacon Parkway West	Birmingham	AL	 	 	 	 	 	 	 	 	 
	12.02	UBSAG	Concourse 100	$11,310,000	100 Concourse Parkway	Hoover	AL	 	 	 	 	 	 	 	 	 
	12.03	UBSAG	Concourse 800	$4,700,000	800 Concourse Parkway	Hoover	AL	 	 	 	 	 	 	 	 	 
	13	KeyBank	SSTII Self Storage Portfolio	$25,000,000	 	 	 	7/28/2016	8/1/2026	3.8900%	120	117	360	No	0.01000%	0.00000%
	13.01	KeyBank	SSTII Self Storage - Boynton Beach, FL	$2,148,996	3101 South Federal Highway	Boynton Beach	FL	 	 	 	 	 	 	 	 	 
	13.02	KeyBank	SSTII Self Storage - Santa Rosa, CA	$1,927,584	3937 Santa Rosa Avenue	Santa Rosa	CA	 	 	 	 	 	 	 	 	 
	13.03	KeyBank	SSTII Self Storage - Huntington Beach, CA	$1,836,416	7611 Talbert Avenue	Huntington Beach	CA	 	 	 	 	 	 	 	 	 
	13.04	KeyBank	SSTII Self Storage - Santa Ana, CA	$1,367,544	4200 Westminster Avenue	Santa Ana	CA	 	 	 	 	 	 	 	 	 
	13.05	KeyBank	SSTII Self Storage - Aurora, CO	$1,263,350	435 Airport Boulevard	Aurora	CO	 	 	 	 	 	 	 	 	 
	13.06	KeyBank	SSTII Self Storage - Whittier, CA	$1,211,253	10231 South Colima Road	Whittier	CA	 	 	 	 	 	 	 	 	 
	13.07	KeyBank	SSTII Self Storage - Foley, AL	$1,087,523	8141 Highway 59 South	Foley	AL	 	 	 	 	 	 	 	 	 
	13.08	KeyBank	SSTII Self Storage - La Habra, CA	$963,793	580 East Lambert Road	La Habra	CA	 	 	 	 	 	 	 	 	 
	13.09	KeyBank	SSTII Self Storage - Upland, CA	$950,768	1571 West Foothill Boulevard	Upland	CA	 	 	 	 	 	 	 	 	 
	13.10	KeyBank	SSTII Self Storage - Forestville, MD	$911,696	4100 Forestville Road	District Heights	MD	 	 	 	 	 	 	 	 	 
	13.11	KeyBank	SSTII Self Storage - Troy, MI	$898,672	262 East Maple Road	Troy	MI	 	 	 	 	 	 	 	 	 
	13.12	KeyBank	SSTII Self Storage - La Verne, CA	$833,551	2234 Arrow Highway	La Verne	CA	 	 	 	 	 	 	 	 	 
	13.13	KeyBank	SSTII Self Storage - Lompoc, CA	$742,381	517 North 8th Street	Lompoc	CA	 	 	 	 	 	 	 	 	 
	13.14	KeyBank	SSTII Self Storage - Fairfield, CA	$722,844	2998 Rockville Road	Fairfield	CA	 	 	 	 	 	 	 	 	 
	13.15	KeyBank	SSTII Self Storage - Everett, WA	$716,332	10919 Evergreen Way	Everett	WA	 	 	 	 	 	 	 	 	 
	13.16	KeyBank	SSTII Self Storage - Monterey Park, CA	$677,260	404 Potrero Grande	Monterey Park	CA	 	 	 	 	 	 	 	 	 
	13.17	KeyBank	SSTII Self Storage - Bloomingdale, IL	$625,163	240 West Army Trail Road	Bloomingdale	IL	 	 	 	 	 	 	 	 	 
	13.18	KeyBank	SSTII Self Storage - Federal Heights, CO	$625,163	8920 Federal Boulevard	Federal Heights	CO	 	 	 	 	 	 	 	 	 
	13.19	KeyBank	SSTII Self Storage - Lancaster, CA (43707)	$618,651	43707 North Sierra Highway	Lancaster	CA	 	 	 	 	 	 	 	 	 
	13.20	KeyBank	SSTII Self Storage - Riverside, CA	$612,139	6667 Van Buren Boulevard	Riverside	CA	 	 	 	 	 	 	 	 	 
	13.21	KeyBank	SSTII Self Storage - Sterling Heights, MI	$605,627	42557 Van Dyke Avenue	Sterling Heights	MI	 	 	 	 	 	 	 	 	 
	13.22	KeyBank	SSTII Self Storage - Warren, MI (Ryan)	$592,602	24623 Ryan Road	Warren	MI	 	 	 	 	 	 	 	 	 
	13.23	KeyBank	SSTII Self Storage - Littleton, CO	$573,066	3757 Norwood Drive	Littleton	CO	 	 	 	 	 	 	 	 	 
	13.24	KeyBank	SSTII Self Storage - Warren, MI (Groesbeck)	$514,457	27203 Groesbeck Highway	Warren	MI	 	 	 	 	 	 	 	 	 
	13.25	KeyBank	SSTII Self Storage - Lancaster, CA (43745)	$442,824	43745 North Sierra Highway	Lancaster	CA	 	 	 	 	 	 	 	 	 
	13.26	KeyBank	SSTII Self Storage - Crestwood, IL	$429,799	4747 West Calumet Sag Road	Crestwood	IL	 	 	 	 	 	 	 	 	 
	13.27	KeyBank	SSTII Self Storage - Tampa, FL	$429,799	9823 West Hillsborough Avenue	Tampa	FL	 	 	 	 	 	 	 	 	 
	13.28	KeyBank	SSTII Self Storage - Beverly, NJ	$364,678	4233 Route 130	Beverly	NJ	 	 	 	 	 	 	 	 	 
	13.29	KeyBank	SSTII Self Storage - Chico, CA	$306,069	3860 Benatar Way	Chico	CA	 	 	 	 	 	 	 	 	 
	14	UBSAG	TEK Park	$23,893,983	9999 Hamilton Boulevard	Breinigsville	PA	6/16/2016	7/6/2026	5.0000%	120	116	360	No	0.00000%	0.02250%
	15	BANA	North Park Crossing Shopping Center	$22,361,233	301 Geneva Avenue	Joplin	MO	10/4/2016	10/6/2026	4.3400%	120	119	300	No	0.00250%	0.00000%
	16	BANA	San Diego Office Portfolio	$22,100,000	 	 	 	8/24/2016	9/1/2026	4.0800%	120	118	360	No	0.00250%	0.00000%
	16.01	BANA	Foremost Professional Plaza	$9,114,805	12396 World Trade Drive	San Diego	CA	 	 	 	 	 	 	 	 	 
	16.02	BANA	Bernardo Regency Center	$7,176,208	11545 West Bernardo Court	San Diego	CA	 	 	 	 	 	 	 	 	 
	16.03	BANA	Three Governor Park	$5,808,987	5120 Shoreham Place	San Diego	CA	 	 	 	 	 	 	 	 	 
	17	SMF III	Perris Towne Center	$19,250,000	47 West Nuevo Road	Perris	CA	9/29/2016	10/6/2026	4.1120%	120	119	360	No	0.00250%	0.00000%
	18	MSMCH	Myriad Apartments	$17,946,041	1520 Enclave Parkway	Houston	TX	9/1/2016	9/1/2026	3.6000%	120	118	360	No	0.00250%	0.00000%
	19	KeyBank	Shoppes of Parkland	$16,513,794	5901 West Hillsboro Boulevard	Parkland	FL	8/8/2016	9/1/2023	4.6700%	84	82	360	No	0.01000%	0.00000%
	20	BANA	The Shops at Crystals	$15,000,000	3720 South Las Vegas Boulevard	Las Vegas	NV	6/9/2016	7/1/2026	3.7440%	120	116	0	No	0.00000%	0.00250%
	21	BANA	Belcaro Place	$14,000,000	3801 East Florida Avenue	Denver	CO	12/1/2015	12/6/2025	4.7500%	120	109	360	No	0.00250%	0.00000%
	22	SMF III	Cambridge Center	$13,634,158	38777 West Six Mile Road	Livonia	MI	9/9/2016	10/6/2026	4.6180%	120	119	360	No	0.00250%	0.00000%
	23	UBSAG	Stockridge Plaza	$12,537,059	5021-5221 Fruitridge Road & 5304-5410 Stockton
    Boulevard	Sacramento	CA	10/4/2016	10/6/2026	5.1272%	120	119	360	No	0.00250%	0.00000%
	24	SMF III	Aliante Marketplace	$12,350,000	2760 West Deer Springs Way and 6885-6905 Aliante
    Parkway	North Las Vegas	NV	8/2/2016	8/6/2026	4.4000%	120	117	0	No	0.00250%	0.00000%
	25	MSMCH	Carefree Marketplace	$10,774,008	36889 North Tom Darlington Drive	Carefree	AZ	8/31/2016	9/1/2026	4.7150%	120	118	360	No	0.00250%	0.00000%
	26	UBSAG	MY Portfolio	$9,984,518	 	 	 	10/7/2016	10/6/2026	4.9720%	120	119	300	No	0.00250%	0.00000%
	26.01	UBSAG	Holiday Inn Express - Covington	$1,976,103	69354 Stirling Boulevard	Covington	LA	 	 	 	 	 	 	 	 	 
	26.02	UBSAG	Holiday Inn - Vicksburg	$1,747,291	115 Cypress Centre Drive	Vicksburg	MS	 	 	 	 	 	 	 	 	 
	26.03	UBSAG	Holiday Inn Express - New Orleans	$1,664,086	7049 Bullard Avenue	New Orleans	LA	 	 	 	 	 	 	 	 	 
	26.04	UBSAG	Comfort Suites - Gonzales	$1,622,484	2821 West Cabela Parkway	Gonzales	LA	 	 	 	 	 	 	 	 	 
	26.05	UBSAG	LaQuinta Inn & Suites - Vicksburg	$1,518,479	4160 South Frontage Road	Vicksburg	MS	 	 	 	 	 	 	 	 	 
	26.06	UBSAG	Candlewood Suites - Slidell	$1,456,076	100 Holiday Boulevard	Slidell	LA	 	 	 	 	 	 	 	 	 
	27	BANA	788 Jefferson	$9,950,000	788 North Jefferson Street	Milwaukee	WI	8/23/2016	9/6/2026	4.2000%	120	118	360	No	0.00250%	0.00000%
	28	SMF III	Town Center Promenade	$9,500,000	21760 West Long Grove Road	Deer Park	IL	7/6/2016	7/6/2026	4.5300%	120	116	360	No	0.00250%	0.00000%
	29	SMF III	Hampton Inn - Orangeburg	$8,927,083	749 Citadel Road	Orangeburg	SC	5/26/2016	6/6/2026	4.9600%	120	115	300	No	0.00250%	0.00000%
	30	SMF III	Legacy North Apartments	$8,448,775	3695 Shallow ford Road Northeast	Doraville	GA	4/21/2016	5/6/2026	5.5000%	120	114	360	No	0.00250%	0.00000%
	31	UBSAG	Ramada Plaza Atlanta Capital Park	$8,210,917	450 Capitol Avenue	Atlanta	GA	9/8/2016	9/6/2026	5.0000%	120	118	240	No	0.05000%	0.00000%
	32	UBSAG	StorQuest - San Rafael, CA	$8,100,000	55 Golden Gate Drive	San Rafael	CA	9/30/2016	10/6/2026	4.2200%	120	119	360	No	0.05000%	0.00000%
	33	UBSAG	Continental Plaza (3665 JFK)	$8,000,000	3665 John F Kennedy Parkway	Fort Collins	CO	9/14/2016	10/6/2026	4.5385%	120	119	360	No	0.00250%	0.00000%
	34	KeyBank	Oxbow Crossing	$7,640,780	1521, 1541, 1601 Oxbow Drive and 3410 Williams
    Drive	Montrose	CO	9/30/2016	10/1/2026	4.4500%	120	119	360	No	0.01000%	0.00000%
	35	MSMCH	Buckhorn Shopping Center	$7,400,000	6002-6140 East Main Street	Mesa	AZ	10/3/2016	11/1/2026	5.0000%	120	120	360	No	0.00250%	0.00000%
	36	MSMCH	Glenwood Village	$7,391,013	1153, 1145, 1161 and 1129 North Fifth Street	Perkasie	PA	9/30/2016	10/1/2026	4.4160%	120	119	360	No	0.00250%	0.00000%
	37	BANA	StorQuest - Peoria, AZ	$7,200,000	20323 North 107th Avenue	Sun City	AZ	9/29/2016	10/1/2026	4.0650%	120	119	360	No	0.07000%	0.00000%
	38	SMF III	Queen Creek Village	$6,500,000	21803, 218505A and 21805B South Ellsworth Road;
    20852 and 20892 East Ocotillo Road	Queen Creek	AZ	7/22/2016	8/6/2026	4.5200%	120	117	360	No	0.00250%	0.00000%
	39	UBSAG	Clarion Inn Lake Jackson	$6,363,781	925 Highway 332	Lake Jackson	TX	6/21/2016	7/6/2026	5.6500%	120	116	300	No	0.00250%	0.00000%
	40	KeyBank	Fresenius & DSI Portfolio	$6,050,000	 	 	 	8/18/2016	9/1/2026	4.6900%	120	118	360	No	0.01000%	0.00000%
	40.01	KeyBank	Fresenius Tampa	$4,053,000	12666-12674 Telecom Drive	Temple Terrace	FL	 	 	 	 	 	 	 	 	 
	40.02	KeyBank	DSI El Paso	$1,997,000	3359 Fred Wilson Avenue	El Paso	TX	 	 	 	 	 	 	 	 	 
	41	MSMCH	TownePlace Auburn Hills	$6,000,000	3900
    Baldwin Road	Auburn Hills	MI	10/4/2016	11/1/2026	4.2500%	120	120	360	No	0.00250%	0.00000%
	42	UBSAG	A Storage Place Hemet	$6,000,000	3450 Wentworth Drive	Hemet	CA	9/26/2016	10/6/2026	3.8425%	120	119	0	No	0.00250%	0.00000%
	43	UBSAG	Donel Pair	$4,994,588	 	 	 	10/6/2016	10/6/2026	4.9212%	120	119	360	No	0.00250%	0.00000%
	43.01	UBSAG	Flamingo Courtyard	$3,196,536	3055, 3075 and 3085 East Flamingo Road	Las Vegas	NV	 	 	 	 	 	 	 	 	 
	43.02	UBSAG	AAA Storage	$1,798,052	2647 North Las Vegas Boulevard	North Las Vegas	NV	 	 	 	 	 	 	 	 	 
	44	UBSAG	1400 Eubank - Albuquerque	$4,593,719	1400 Eubank Boulevard Southeast	Albuquerque	NM	10/6/2016	10/6/2026	5.6500%	120	119	300	No	0.00250%	0.00000%
	45	BANA	Hampton Tech Center	$4,531,087	903 Enterprise Parkway	Hampton	VA	1/4/2016	1/5/2026	5.5600%	120	110	300	No	0.00250%	0.00000%
	46	KeyBank	Ladera Office Building	$4,410,000	10 Terrace Road	Ladera Ranch	CA	10/3/2016	11/1/2026	4.2900%	120	120	360	No	0.01000%	0.00000%
	47	MSMCH	Eastern Springs Village	$4,328,596	7425-7435 South Eastern Avenue	Las Vegas	NV	6/30/2016	7/1/2026	4.5000%	120	116	360	No	0.00250%	0.00000%
	48	UBSAG	StorQuest - Bakersfield, CA	$4,200,000	4601 White Lane	Bakersfield	CA	9/30/2016	10/6/2026	4.3095%	120	119	360	No	0.05000%	0.00000%
	49	BANA	Holiday Trav-L Park MHC	$3,930,838	1623 Mack Smith Road	Rossville	GA	2/24/2016	3/1/2026	4.8430%	120	112	330	No	0.00250%	0.00000%
	50	KeyBank	Walgreens - Vista, CA	$3,920,343	310 Sycamore Avenue	Vista	CA	9/9/2016	10/1/2026	4.5200%	120	119	360	No	0.01000%	0.00000%
	51	KeyBank	Cherokee Square	$3,877,595	1802 North Jackson Street	Tullahoma	TN	4/15/2016	5/1/2026	4.8000%	120	114	360	No	0.01000%	0.00000%
	52	KeyBank	West Market Plaza	$3,640,000	1880, 1886 and 1890 West Market Street	Akron	OH	8/24/2016	9/1/2023	4.6000%	84	82	360	No	0.01000%	0.00000%
	53	BANA	Pleasantdale Business Park	$3,185,000	2600 and 2650 Pleasantdale Road	Doraville	GA	8/19/2016	9/1/2026	4.5680%	120	118	360	No	0.00250%	0.00000%
	54	UBSAG	Country Inn & Suites - Michigan City	$3,095,413	3805 North Frontage Road	Michigan City	IN	10/3/2016	10/6/2026	5.2200%	120	119	300	No	0.00250%	0.00000%
	55	KeyBank	Parkway Business Center	$3,006,225	2125, 2127, 2129, 2131 and 2133 South Great Southwest Parkway	Grand Prairie	TX	9/29/2016	10/1/2026	4.2700%	120	119	360	No	0.01000%	0.00000%
	56	KeyBank	George Thomas Plaza	$2,865,202	1004-1048 North Shadeland Avenue	Indianapolis	IN	9/28/2016	10/1/2026	4.5400%	120	119	300	No	0.01000%	0.00000%
	57	KeyBank	Shady Trail Business Center	$2,776,390	11048, 11052, 11054 and 11056 Shady Trail	Dallas	TX	9/28/2016	10/1/2026	4.1100%	120	119	360	No	0.01000%	0.00000%
	58	KeyBank	Attic Storage	$2,550,000	15611 Helmer Road South	Battle Creek	MI	8/5/2016	9/1/2026	4.8800%	120	118	360	No	0.05000%	0.00000%
	59	UBSAG	The Okemos Plaza	$2,394,228	4738-4750 Central Park Drive	Okemos	MI	9/8/2016	9/6/2026	4.7185%	120	118	360	No	0.00250%	0.00000%
	60	BANA	Tiny Town Mini Storage	$2,022,624	560 Tiny Town Road	Clarksville	TN	9/13/2016	10/1/2026	4.5700%	120	119	360	No	0.00250%	0.00000%




 


    B-1


     


    



 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association


as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services – Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31


[OR OTHER CERTIFICATE REGISTRAR]


 


Banc of America Merrill Lynch
Commercial Mortgage Inc.


One Bryant Park


New York, New York 10036


Attention:  Leland F.
Bunch, III


 


		Re:	Transfer of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31



 


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”), and executed in connection with the above-referenced transaction, on behalf of the holders of Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”)
under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
Accredited Investor”) and
has such 



 





 



* Purchaser must include one
of the following two certifications.


 






     Exhibit C-1


     


    

 


knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its
investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk
of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its
own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser
exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection
with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted
transactions) as expressed herein.


 


3.          The
Purchaser has reviewed the Prospectus (and, with respect to Non-Registered Certificates, the Private Placement Memorandum) and
the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or


 






     Exhibit C-2


     


    

 


Certificates,
as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto. This undertaking
is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser
is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed
copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate and state
that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected
with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


 




** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 






     Exhibit C-3


     


    

 


8.         Please
make all payments due on the Certificates:****


 


 ☐          (a)
       by wire transfer to the following account at a bank or entity in New York, New York,
having appropriate facilities therefor:





	 	 	 	 	 
	 	Bank:	 	 
	 	ABA #:	 	 
	 	Account #:	 
	 	Attention:	 







 



 ☐          (b)
       by mailing a check or draft to the following address:





	 	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 


 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


 




**** Only to be filled out by Purchasers of Definitive
Certificates. Please select (a) or (b).


 




     Exhibit C-4


     


    


 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”)
designated as the (i)  “Lower-Tier
REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: of (i) the United States, any State or political
subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its
board of directors is not selected by such governmental unit),


 






     Exhibit D-1-1


     


    



 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates
losses.


 






     Exhibit D-1-2


     


    


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code
for the month of the transfer and the compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any person that does not provide such affidavit or agreement, if it knows or believes that any representation
contained in such affidavit and agreement is false or if it has actual knowledge that such person is not a Permitted Transferee
or


 






     Exhibit D-1-3


     


    

 


is
acting as an agent (including a broker, nominee or other middleman) for a person that is not a Permitted Transferee.


 


12.        The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.        The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and
“partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:








 




     Exhibit D-1-4


     


    


 


On this ____ day of
_______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn,
personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed
the foregoing instrument and to be _____________________________ and ___________________________, respectively, of the Purchaser,
and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the
Purchaser.





	 	 
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 



 


My Commission expires:



 


 



 



     Exhibit D-1-5


     


    


 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS


OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Wells Fargo
Center


Sixth Street
and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America Merrill Lynch Trust
2016-C31


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee and has no actual knowledge or reason to know that the Transferee’s statements in the Transferee Affidavit are
false.


 


(3)        The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be


 






     Exhibit D-2-1


     


    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     Exhibit D-2-2


     


    


 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer]	

	 	
[Special Servicer] 

Loan No.:	 
	 	 	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	
        9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31

         

	 	Custodian Mortgage 

File No.:	
 
	 	 	 
	Depositor
	 
	 	Name:	Banc of America Merrill Lynch Commercial Mortgage Inc.
	 	 	 
	 	Address:	
        Banc of America Merrill Lynch Commercial Mortgage Inc.

        One Bryant Park

        New York, New York
10036

        Attention:  Leland F.
        Bunch, III

         

	 	Certificates:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (in such capacity,
the “Custodian”) on behalf
of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, the documents referred
to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall


 






     Exhibit E-1


     


    

 


have
the meanings given them in the Pooling and Servicing Agreement, relating to Morgan Stanley Bank of America Merrill Lynch Trust
2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the “Pooling and Servicing Agreement”).


 





	 	( )	 
	 	 	 
	 	( )	 
	 	 	 
	 	( )	 
	 	 	 
	 	( )	 



 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)        The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)        The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)        The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)        The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control. 


	 	 
	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




     Exhibit E-2


     


    


 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


[OR OTHER CERTIFICATE REGISTRAR]


 


Banc of America Merrill Lynch
Commercial Mortgage Inc.


One Bryant Park


New York, New York 10036


Attention:  Leland F.
Bunch, III


 


		Re:	Transfer of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
Certificates, Series 2016-C31



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, Class [_]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption


 






     Exhibit F-1-1


     


    


 


(“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar
Law purchasing under circumstances that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers or the Trust.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 

Date: _________


 




     Exhibit F-1-2


     


    


 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding class R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


Wells Fargo Center


Sixth Street and Marquette
Avenue


Minneapolis, Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS) –


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class R Certificates (the “Class R Certificate”) issued pursuant
to that certain Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used and not otherwise defined herein have
the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is
not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such Class R Certificate.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 






     Exhibit F-2-1


     


    

 





	 	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 Bank of America Merrill Lynch Trust
2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31” (the “Assignee”),
having an office at 1100 North Market Street Wilmington, Delaware 19890, Attn:  CMBS Trustee MSBAM 2016-C31, its successors
and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”),
and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B,
and that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and
interest in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance
bonds, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect
to the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in
connection with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 




     Exhibit H-1


     


    


 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 

 



 


		*	Select appropriate depository.



 






     Exhibit I-1


     


    

 


[(2)       at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)       the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Banc of America
Merrill Lynch Commercial 

Mortgage Inc.


 

 



 


**     Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit I-2


     


    


 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States,


 


[(2)       at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 

 



 


*      Insert
one of these two provisions, which come from the definition of “offshore transaction” in . Regulation S.


 






     Exhibit J-1


     


    


 


[(2)       the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 

Dated: ________


 


cc: Banc of America Merrill Lynch Commercial 

Mortgage
Inc.


 




     Exhibit J-2


     


    


 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 

 



 


		*	Select appropriate depository.



 






     Exhibit K-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial 

Mortgage
Inc.


 




     Exhibit K-2


     


    


 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention: Corporate Trust
Services (CMBS)


Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of


 

 



 


		*	Select, as applicable.


 






     Exhibit L-1


     


    

 


the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers.


 





	 	 	 	 	 	 
	 	Dated:	 	 
	 	 
	 	By:	 	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.	 



 




     Exhibit L-2


     


    


 





EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS)





Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


 






    Exhibit M-1 


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: ________


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 




    Exhibit M-2 


     


    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS)





Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


 






 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 







    Exhibit N-1 


     


    

 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit N-2 


     


    

 


EXHIBIT O


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





Sixth
Street and Marquette Avenue





Minneapolis,
Minnesota 55479-0113





Attention: Corporate Trust
Services (CMBS)





Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C31


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate


 






    Exhibit O-1 


     


    

 


Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit O-2 


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION FOR
NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust
Services (CMBS) Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31





trustadministrationgroup@wellsfargo.com





cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.        The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.        The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.         In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


3.         The
undersigned is not a Borrower Party.


 


4.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in


 






    Exhibit P-1A-1 


     


    

 


any
manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such
Information confidential shall expire one year following the date that the undersigned receives such Information (with respect
to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class
of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[Certificateholder,
beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of
the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
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

        

        401 S. Tryon Street, 8th floor

        

        MAC D1050-084

        

        Charlotte, North Carolina  28202

        Attention:  MSBAM 2016-C31 Asset Manager

        

        Email: commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

         

	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-C31

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        CMBS Trustee – MSBAM
        2016-C31

        

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 	 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.         The
undersigned has received a copy of the Prospectus.


 


3.         The
undersigned is not a Borrower Party.


 






    Exhibit P-1B-1 


     


    

 


4.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-1B-2 


     


    

 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[Directing
Certificateholder][Controlling Class Certificateholder]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit P-1B-3 


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION FOR
BORROWER PARTY

(FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





401 S. Tryon Street, 8th floor





MAC D1050-084 


Charlotte, North Carolina  28202

Attention:  MSBAM 2016-C31 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.         The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.         In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.         The
undersigned is a Borrower Party.


 






    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.


 






    Exhibit P-1C-2 


     


    

 





	 	[Certificateholder, beneficial
owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of the foregoing)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
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

        

        401 S. Tryon Street, 8th floor

        

        MAC D1050-084

        

        Charlotte, North Carolina  28202

        Attention:  MSBAM 2016-C31 Asset Manager

        

        Email: commercial.servicing@wellsfargo.com

         
	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

        

	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-C31

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        CMBS Trustee – MSBAM
        2016-C31

        

        Email: cmbstrustee@wilmingtontrust.com

         

	 	 	 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    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.


 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit P-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

        

        401 S. Tryon Street, 8th floor

        

        MAC D1050-084

        

        Charlotte, North Carolina  28202

        Attention:  MSBAM 2016-C31 Asset Manager

        

        Email: commercial.servicing@wellsfargo.com

        
	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31
	 	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

        

	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-C31

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        CMBS Trustee – MSBAM
        2016-C31

        

        Email: cmbstrustee@wilmingtontrust.com

        

	 	 	 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH
TRUST 2016-C31, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C31, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.        The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 






    Exhibit P-1E-1 


     


    

 


2.        The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.        As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.         Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such


 






    Exhibit P-1E-2 


     


    

 


Information
(with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser
of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could
result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or
the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant
to Section 5 of the Securities Act.


 


5.        The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.        The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.        To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.        The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.        The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


10.      The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless


 






    Exhibit P-1E-3 


     


    

 


and
until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted
a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


 


11.      The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit P-1E-4 


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C31

cts.cmbs.bond.admin@wellsfargo.com 

        trustadministrationgroup@wellsfargo.com

         

	
        with a copy to:

         

        Wells Fargo Bank, National
        Association,

        

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        

        Attention: Morgan Stanley Bank of America Merrill Lynch Trust
        Series 2016-C31

         



		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates,
Series 2016-C31



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.        The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.        The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.        The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Morgan


 






    Exhibit P-1F-1 


     


    

 


Stanley
Bank of America Merrill Lynch Trust 2016-C31 securitization should be revoked as to such users:





	 
	 
	 
	 



 


4.        The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





 



Name:

Title:


 




    Exhibit P-1F-2 


     


    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        

        401 S. Tryon Street, 8th floor

        

        MAC D1050-084

        

        Charlotte, North Carolina  28202

        Attention:  MSBAM 2016-C31 Asset Manager

        

        Email: commercial.servicing@wellsfargo.com

        
	 	Wells Fargo Bank, National Association,

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479 0113

Attention:  Corporate Trust Services (CMBS)

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31
	 	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention:  MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer

        

        Facsimile: (305) 229-6425

        

	 	 	 
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services (CMBS) - Series 2016-C31

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	 	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        CMBS Trustee – MSBAM
        2016-C31

        

        Email: cmbstrustee@wilmingtontrust.com

        

	 	 	 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, 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.         The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and


 






    Exhibit P-1G-1 


     


    

 


Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______





cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit P-1G-2 


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C31


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31



 


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”), and executed in connection with the above-referenced transaction, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.         has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.         has access to the Depositor’s 17g-5 website; and


 


c.        agrees that the confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with
respect to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from
the 17g-5 Information Provider’s Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1 


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Bank of America, National Association (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31 (the “Certificates”) pursuant to the Pooling and Servicing Agreement,
dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch
Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and 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-2-2 


     


    

 


- disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


- solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


- use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    Exhibit P-2-3 


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Bank of America, National Association





One Bryant Park





New York, New York 10036





Attention: Leland F. Bunch, III


 




    Exhibit P-2-4 


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C31


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31



 


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”), and executed in connection with the above-referenced transaction, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is an employee or agent of Asset Reviewers, LLC, Moody’s Analytics, BlackRock
Financial Management, Inc., Trepp, LLC, Bloomberg, L.P., Thomson Reuters Corporation, CMBS.com, Inc., Intex Solutions, Inc. or
Markit Group Limited, or such other market data provider chosen by the Depositor that has been given access to the Statements to
Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1 


     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2 


     


    

 


EXHIBIT Q-1


 


INITIAL CUSTODIAN CERTIFICATION/EXCEPTION
REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31



 


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”),
and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby certifies that, except
as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(b) or
(c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of
the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso of the definition of “Mortgage
File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement, all documents
specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” are in its possession, (B) the documents listed in clause (A) have been reviewed by the
Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (C) each Mortgage
Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Q-1-1 


     


    

 


EXCEPTIONS


 


[_____]


 




    Exhibit Q-1-2 


     


    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN
SELLER’S NOTICE ADDRESS]


 




    Exhibit Q-1-3 


     


    

 


Banc of America Merrill Lynch Commercial Mortgage
Inc.





One Bryant Park





New York, New York 10036





Attention:  Leland F. Bunch, III


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





401 S. Tryon Street, 8th floor





MAC D1050-084





Charlotte, North Carolina  28202

Attention:  MSBAM 2016-C31 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer

Facsimile: (305) 229-6425


 


RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile: (212) 751-4646


 






    Exhibit Q-1-4 


     


    

 


RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile: (212) 751-4646


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – MSBAM 2016-C31


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSBAM 2016-C31


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 




    Exhibit Q-1-5 


     


    

 



EXHIBIT Q-2


 


FINAL CUSTODIAN CERTIFICATION/EXCEPTION
REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31,
Commercial Mortgage Pass-Through Certificates, Series 2016-C31



 


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”),
and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby certifies that, except
as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(b) or
(c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of
the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso of the definition of “Mortgage
File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement, all documents
specified in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x)
and (xii) of the definition of “Mortgage File” required to be included in the Mortgage File (to the extent required
to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents specified in the other clauses
of the definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s
behalf) to be required pursuant to the Pooling and Servicing Agreement, are in its possession, (B) the documents listed in
clause (A) have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate
to such Mortgage Loan, (C) based on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate
and stated maturity date, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule
respecting such Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (D) each
Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    Exhibit  Q-2-1


     

    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    Exhibit  Q-2-2


     

    

  


EXCEPTIONS


 


[_____]


 






    Exhibit  Q-2-3


     

    

  


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN
SELLER’S NOTICE ADDRESS]


 






    Exhibit  Q-2-4


     

    




 


Banc
of America Merrill Lynch Commercial Mortgage Inc.


One
Bryant Park 


New
York, New York 10036





Attention: 
Leland F. Bunch, III


 





Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





401
S. Tryon Street, 8th floor





MAC
D1050-084


Charlotte,
North Carolina  28202

Attention:  MSBAM 2016-C31 Asset Manager





Email:
commercial.servicing@wellsfargo.com


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile: (305) 229-6425


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff

Facsimile: (305) 229-6425


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah

Facsimile: (305) 229-6425


 


Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer

Facsimile: (305) 229-6425


 


RREF
III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile: (212) 751-4646


 






    Exhibit  Q-2-5


     

    




 


RREF
III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile: (212) 751-4646


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – MSBAM 2016-C31


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSBAM 2016-C31


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C31-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit  Q-2-6


     

    

  


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:





Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





401 S. Tryon Street, 8th floor





MAC D1050-084





Charlotte, North Carolina  28202

Attention:  MSBAM 2016-C31 Asset Manager


Email: commercial.servicing@wellsfargo.com

Facsimile: (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, as Trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of November 1, 2016 (the “Agreement”), relating to Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, and the Trustee hereby
constitutes and appoints Wells Fargo Bank, National Association (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, 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 



 






    Exhibit R-1-1 


     

    

  


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 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.



 


		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;



 


		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;



 






    Exhibit R-1-2 


     

    

  


		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 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 



 






    Exhibit R-1-3 


     

    

  


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, 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 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.


 






    Exhibit R-1-4 


     

    







 


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 Bank of America Merrill Lynch Trust 2016-C31, 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                                ,
2016.


 





	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Trustee, for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





		Address:	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890


 





Witness:


	 	 






 


Witness:


	 	 


 






    Exhibit R-1-5 


     

    

 








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
	 	 
	[SEAL]	 






 


My commission expires:


	 	 

















 






    Exhibit R-1-6 


     

    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:





Rialto Capital Advisors, LLC





790 NW 107th Avenue, 4th Floor





Miami, Florida 33172





Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer





Facsimile: (305) 229-6425


 





 







SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wilmington Trust, National Association, a national banking association
organized and existing under the laws of the United States and having an office at 1100 North Market Street, Wilmington, Delaware
19890, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints Rialto
Capital Advisors, LLC (“Special Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through its
duly appointed officers and employees, to execute and acknowledge in writing or by facsimile stamp all documents customarily and
reasonably necessary and appropriate for the tasks described in the items (1) through (8) below; provided however, that the documents
described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under
the terms of the Pooling and Servicing Agreement dated as of November 1, 2016 (the “Agreement”), relating to
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, and
no power is granted hereunder to take any action that would be adverse to the interests of Wilmington Trust, National Association.


 


This Limited Power of Attorney is being issued in connection
with Special Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the undersigned.
These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security
instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated
therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 





		1.	Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wilmington Trust, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds
in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure,



 






    Exhibit R-2-1 


     

    

 


actions
for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual
or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as
may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.


 


		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to
dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind regarding the Loans and the Properties.



 


		4.	Obtain an interest therein and/or building thereon, as Wilmington Trust, National Association, as Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.



 


		5.	Execute, complete, indorse or file bonds, notes, mortgages, deeds of trust and other contracts, agreements and instruments
regarding the Borrowers and/or the Property, including but not limited to the execution of estoppel certificates, financing statements,
continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers, consents,
amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements, non-disturbance
and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements and other
instruments pertaining to mortgages or deeds of trust, and execution of deeds and associated instruments, if any, conveying the
Property, in the interest of the Trustee.



 


		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as Property securing the Loans.



 


		7.	Execute any document or perform any act described in items (3) and (4) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Mortgage Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Mortgage Loans.



 


		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Agreement.



 


		9.	Subordinate the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial



 






    Exhibit R-2-2 


     

    

 


reconveyances
reasonably required for such purpose, and the execution or requests to the trustees to accomplish the same.


 


		10.	Convey the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real
estate owner, or convey title to real estate owned property (“REO Property”).



 


		11.	Execute and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure
or deed-in-lieu of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited
or special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the
Mortgaged Property to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer
of REO Property.



 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or
could do as of November 14, 2016.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


The Special Servicer hereby agrees to indemnify and hold Wilmington
Trust, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by the Trustee by reason or result of the 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 Wilmington Trust, National Association, as Trustee under the Agreement.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 






    Exhibit R-2-3 


     

    

 


 


Witness my hand and seal this _______ day of ___________________, 2016.


 





	 	Wilmington
Trust, National Association, as Trustee, for Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31









 


	 	 	By:	 
	Witness:	 	 	, Vice President











 





	 	 





Witness:





 






	Attest:	, Trust Officer	 





 






    Exhibit R-2-4 


     

    

 


CORPORATE ACKNOWLEDGMENT


 


State of Delaware


 


County of ________________


 


On this ______ day of ____________________, 2016, before me, the undersigned,
a Notary Public in and for said County and State, personally appeared _____________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the persons who executed the within instrument as a Vice President of Wilmington
Trust, National Association, a national banking association, and acknowledged to me that such national banking association
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


  





WITNESS my hand and official seal.


 





	Signature:	 	 



 


	My commission expires:	Document drafted by:
	 	 
		Wilmington Trust, National Association, as Trustee


  






    Exhibit R-2-5 


     

    

  


EXHIBIT S


 


INITIAL COMPANION HOLDERS OF SERVICED
COMPANION LOANS 


 


	Loan	Companion Holder
	Huntington Center	
        Note A-2 and Note A-3

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

	Vintage Park	
        Note A-1 and Note A-4

         

        UBS AG, New York Branch

         

        NOTICE ADDRESS:

         

        UBS AG, by and through its branch office at
        1285

        Avenue of the Americas, New York, New York

        

        1285 Avenue of the Americas

        

        New York, New York 10019

        

        Attention:  David Schell

        

        Email:  david.schell@ubs.com

        

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

         

	Harlem USA	
        Note A-1

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.


        




 






    Exhibit S-1 


     

    

  




	 	1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam
         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

	MY Portfolio	
        Note A-2

         

        UBS AG, New York Branch

         

        NOTICE ADDRESS:

         

        UBS AG, by and through its branch office at
        1285 Avenue of the Americas, New York, New York

         1285 Avenue of the Americas

         New York, New York 10019

        

        Attention:  David Schell

        

        Email:  david.schell@ubs.com

        

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino, Esq.

        Facsimile No.: (212) 504-6666

        Email: frank.polverino@cwt.com

         




 






    Exhibit S-2 


     

    

 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date]


 


[With respect to the SSTII Self Storage Portfolio Whole Loan:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head - MSC 2016-UBS11

Telecopy Number: (913) 253-9001]


 


[With respect to the One Stamford Forum, Simon Premium Outlets,
Coconut Point, International Square and TEK Park Whole Loans:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo 


401 S. Tryon Street, 8th floor 


MAC D1050-084 


Charlotte, North Carolina  28202

Attention: [WFCM 2016-BNK1] [MSBAM 2016-C30] [BAMLL 2016-ISQR] [SGCMS 2016-C5] 

Asset Manager

Telecopy Number: (704) 715-0036]


 


[With respect to The Shops at Crystals Whole Loan:


 


KeyBank National Association

11501 Outlook Street, Suite #300

Overland Park, Kansas 66211

Attention: Diane Haislip – SHOPS 2016-CSTL


 


with a copy to:


 


Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: 816-753-1536

Email: kkohring@polsinelli.com]


 






    Exhibit T-1 


     

    




 


VIA FACSIMILE


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31,
Commercial Mortgage Pass-Through Certificates, Series 2016-C31, and the [Simon Premium Outlets Whole Loan][One Stamford Forum
Whole Loan][International Square Whole Loan][Coconut Point Whole Loan][SSTII Self Storage Portfolio Whole Loan][TEK Park Whole
Loan][The Shops at Crystals Whole Loan] (the subject “Whole Loan”)



 


Dear [__________]:


 


The Certificate Administrator,
on behalf of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 as holder of one or more promissory notes related to the
subject Whole Loan (collectively, the related “Mortgage Loan”), hereby directs you, as the master servicer (the
“Non-Serviced Master Servicer”) for the subject
Whole Loan, as follows:


 


The Non-Serviced Master
Servicer shall remit to Wells Fargo Bank, National Association, as the master servicer with respect to the Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C31 (the “Master Servicer”) all amounts payable to, and forward, deliver
or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications, and
other information that are to be forwarded, delivered or otherwise made available to, the holder of the related Mortgage Loan.


 


The related Mortgage
Loan [is][is not] a “significant obligor” (within the meaning (g) of Item 1101(k) of Regulation AB) with respect to
the MSBAM 2016-C31 trust.


 


Thank you for your attention
to this matter.


 






    Exhibit T-2 


     

    




 


Date:_________________________





	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


 






    Exhibit T-3 


     

    




 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295






E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of November 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31.



 


		Date:	_________, 20___



 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31



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:____________________
           ____________________



 






    Exhibit U-1 


     

    




Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)Notify you that
the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:


 


____a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b) Certify that
each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)         The
defeasance was consummated on __________, 20__.


 


(iii)        The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)        The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(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.


 






    Exhibit U-2 


     

    





 





(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.


 


(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


 






    Exhibit U-3 


     

    




 


the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)        Certify that Exhibit
B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)        Certify that
the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.


 


(e)         Agree to provide
copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4 


     

    







 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	[____________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:









 






    Exhibit U-5 


     

    

  


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT


 


Report Date: This report will be delivered annually no
later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of November 1,
2016 (the “Pooling and Servicing Agreement”).


 


Transaction: Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C31,

Commercial Mortgage Pass-Through Certificates,

Series 2016-C31


 


Operating Advisor: Park Bridge Lender Services LLC


 


Special Servicer: Rialto Capital Advisors, LLC


 


Directing Certificateholder: [______]


 


I. Population of Mortgage Loans that Were Considered in Compiling
this Report


 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special
servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
an Asset Status Report.



 


		b.	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the
Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
implemented.



 


II. Executive Summary


 


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing
Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations of the Special
Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating Advisor
notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the assessment set forth
in this report, the Operating Advisor:


 





		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third
party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction
calculations 


 






    Exhibit V-1 


     

    

 





	 	 	and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage
loans]






 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis
of the Asset Status Reports (including related net present value calculations and Appraisal Reduction calculations) related to
the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For instance,
we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.



 


III. Specific Items of Review


 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and
made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor.
Such recommendations generally included the following: [LIST].



 


		3.	Appraisal Reduction calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the special servicer.



 


		a.	The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of 



 






    Exhibit V-2 


     

    

 


the
related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any:
[LIST ADDITIONAL ITEMS].



 


IV. Qualifications Related to the Work Product Undertaken
and Opinions Related to this Report


 


		1.	The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special
Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of the discussions held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed
in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant
information that the Operating Advisor is given access to by the Special Servicer.



 


		4.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		5.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the certificate administrator through the certificate administrator’s website.



 






    Exhibit V-3 


     

    

 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 





	 	PARK BRIDGE LENDER SERVICES
LLC, as Operating Advisor
	 	 	 
	 	By: 	Park Bridge Advisors LLC,
a New York
	 	 	limited liability company, its sole member
	 	 	 
	 	 	By: 	Park Bridge Financial LLC,
a New York
	 	 	 	limited liability company, its sole member
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:


 






    Exhibit V-4 


     

    

 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

      as Trustee

1100 North Market Street





Wilmington, Delaware 19890





Attention: CMBS Trustee – MSBAM 2016-C31


 


Wells Fargo Bank, National Association

     as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Corporate Trust Services (CMBS) Morgan Stanley
Bank of America Merrill Lynch 

Trust 2016-C31

Telecopy Number: (410) 715-2380


 





Rialto Capital Advisors, LLC





790 NW 107th Avenue, 4th Floor





Miami, Florida 33172





Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer





Facsimile: (305) 229-6425


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, 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”), and executed in connection with the above-referenced transaction, on behalf of the holders of
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the
“Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is


 






    Exhibit W-1 


     

    

 


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 Rialto Capital Advisors, 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


401 S. Tryon Street, 8th floor





MAC D1050-084





Charlotte, North Carolina  28202

Attention:  MSBAM 2016-C31 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue,
4th Floor





Miami, Florida 33172





Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer





Facsimile: (305) 229-6425


 


		Re:	Access to Certain Information Regarding Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31



 


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”), and executed in connection with the above-referenced transaction. Defined terms used
herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto”)] 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/Rialto] 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/Rialto]
by third parties, (b) may not have been verified by [Wells Fargo/Rialto], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/Rialto], the [“Master


 






    Exhibit X-1 


     

    

 


[_____] [__], 20[__]

Page 2


 



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/Rialto]’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/Rialto]; (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/Rialto]; (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/Rialto]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/Rialto]’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/Rialto] 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/Rialto] 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/Rialto] shall cease
to provide the Company with Confidential Information if [Wells Fargo/Rialto] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/Rialto] 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/Rialto]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential


 






    Exhibit X-2 


     

    




 


[_____] [__], 20[__]

Page 3


 



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/Rialto] 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/Rialto]’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:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 






	 	By: 	 
	 	 	Name:
	 	 	Title:]









 


CONFIRMED AND AGREED TO:


 


[COMPANY NAME]


 


	By: 	 	 
	 	Name:	 
	 	Title:	 














 






    Exhibit X-4 


     

    

 




EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of Banc of America Merrill Lynch Commercial Mortgage Inc., the depositor
into the above-referenced Trust, certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) have fulfilled their obligations
under the servicing agreement(s) in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) 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;


 


(B) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer and Non-Serviced Custodian, and Rialto Capital Advisors, LLC, as Non-Serviced
Special


 



    Exhibit Y-1


     


    

 


Servicer, in each case under the WFCM 2016-BNK1 PSA, pursuant to which each of the One Stamford Forum Mortgage Loan and
the Simon Premium Outlets Mortgage Loan is serviced;


 


(C) [NOTE: Servicing
is to shift out of MSBAM 2016-C30, upon the securitization of the related control note][Wells Fargo Bank, National Association,
as Non-Serviced Master Servicer and Non-Serviced Custodian, and LNR Partners, LLC, as Non-Serviced Special Servicer, in each case
under the MSBAM 2016-C30 PSA, pursuant to which the Coconut Point Mortgage Loan is serviced];


 


(D) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer and Non-Serviced Custodian, and AEGON USA Realty Advisors, LLC, as Non-Serviced
Special Servicer, in each case under the BAMLL 2016-ISQR TSA, pursuant to which the International Square Mortgage Loan is serviced;


 


(E) Midland Loan Services,
a Division of PNC Bank, National Association, as Non-Serviced Master Servicer, CWCapital Asset Management LLC, as Non-Serviced
Special Servicer, and Wells Fargo Bank, National Association, as Non-Serviced Custodian, in each case under the MSC 2016-UBS11
PSA, pursuant to which the SSTII Self Storage Portfolio Mortgage Loan is serviced;


 


(F) Wells Fargo Bank,
National Association, as Non-Serviced Master Servicer and Non-Serviced Custodian, and Rialto Capital Advisors, LLC, as Non-Serviced
Special Servicer, in each case under the SGCMS 2016-C5 PSA, pursuant to which the TEK Park Mortgage Loan is serviced;


 


(G) KeyBank National
Association, as Non-Serviced Master Servicer, AEGON USA Realty Advisors, LLC, as Non-Serviced Special Servicer, and Wells Fargo
Bank, National Association, as Non-Serviced Custodian, in each case under the SHOPS 2016-CSTL TSA, pursuant to which The Shops
at Crystals Mortgage Loan is serviced; and


 


(H) [NOTE: Following
the related Controlling Companion Loan Securitization Date, add the relevant parties under the Harlem USA PSA and the MY Portfolio
PSA, with respect to the Harlem USA Mortgage Loan and MY Portfolio Mortgage Loan.


 


    Exhibit Y-2


     


    

 


	Date:	 	 	 
	 	 	 
	 	 	 
	[_____]
 President
 (Senior officer in charge of the securitization of the depositor)	 



 




    Exhibit Y-3


     


    

 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31 (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”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification] and to Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers, directors and
affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling
and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year
covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and
except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under
the Pooling and Servicing Agreement; and



 



    Exhibit Z-1-1


     


    

 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual
report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Z-1-2


     


    
 

Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31 (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”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31, on behalf of the Master Servicer, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification] and to Banc of America Merrill Lynch Commercial Mortgage Inc. and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special
servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all
reports (the “Servicer Reports”)
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of
the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion
in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master
servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master
Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 11.09 of the
Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in
all material respects during the Relevant Period;



 



    Exhibit Z-2-1


     


    

 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing
Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the
foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness
of information and reports, I do not certify anything other than that all fields of information called for in written reports prepared
by the Master Servicer have been properly completed and that any fields that have been left blank on their face have been done
so in accordance with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    Exhibit Z-2-2


     


    

 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C31 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of RIALTO CAPITAL ADVISORS, LLC (the “Special
Servicer”) as Special Servicer under that certain Pooling and Servicing Agreement dated as of November 1, 2016
(the “Pooling and Servicing Agreement”),
relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series
2016-C31, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Banc of America Merrill Lynch Commercial Mortgage Inc. and each Other Depositor with respect to a securitization of a Serviced
Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon
this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement
for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate
Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling
and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer,
and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling
and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects during the Relevant Period;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order 



 


    Exhibit Z-3-1


     


    
 

	 	 	to
                              enable them to conduct a review in compliance with the standards for attestation engagements issued
                              or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit Z-3-2


     


    

 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31 (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”),
relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series
2016-C31, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Banc of America Merrill Lynch Commercial
Mortgage Inc. and its officers, directors and affiliates, to the extent that the following information is within our normal area
of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely
upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have
been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





    Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31 (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”),
relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series
2016-C31, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Banc of America Merrill Lynch Commercial
Mortgage Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 



    Exhibit Z-5-1


     


    

 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	PARK BRIDGE LENDER SERVICES
    LLC, as Operating Advisor
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole
    member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 




    Exhibit Z-5-2


     


    

 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31 (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”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
Pass-Through Certificates, Series 2016-C31, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Banc of America Merrill Lynch Commercial Mortgage Inc. and its officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such
reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    Exhibit Z-6-1


     


    

 





Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C31 (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”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification] and to Banc of America Merrill Lynch Commercial Mortgage Inc. and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in
the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
(the “Reports”) (such information provided by the Asset Representations Reviewer, collectively, the “Asset
Representations Reviewer Periodic Information”) have been submitted by the Asset Representations Reviewer to the Master
Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 




    Exhibit Z-7-1


     


    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	PARK BRIDGE LENDER SERVICES
    LLC, as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole
    member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





 




    Exhibit Z-7-2


     


    

 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	Servicing
    Criteria 	applicable
    Party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer

        

        Special
        Servicer

        Custodian (as applicable)

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        

        Master
Servicer

Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1



 


    Exhibit AA-1


     


    
 


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator 

        Master
        Servicer

        Special Servicer

         

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

        

        Master
Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        

        Master
Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
        Administrator

         

        Master
Servicer

Special Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer


 


 



 

1 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year. 


 


    Exhibit AA-2


     


    
 


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit AA-3


     


    


 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is
no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage
Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may
be. For this Series 2016-C31 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item
    on Form 10-D	Party
    Responsible
	Item
        1A: Distribution and Pool Performance Information:

         

        ●     Item
1121(a)(13) of Regulation AB

         
	●     Certificate
                                         Administrator

         

	Item
        1B: Distribution and Pool Performance Information:

         

        

        ●     Item
        1121(a)(14) of Regulation AB

        

        ●     Item
1121(d) of Regulation AB 

        ●     Item
1121(e) of Regulation AB

         
	●     Certificate
Administrator 

                                                                                                                      


        ●     Depositor

         


        ●     Asset
Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)

         

	Item
        2: Legal Proceedings:

         



        ●     Item
1117 of Regulation AB (it being acknowledged that such Item 1117 


        	●     Master
Servicer (as to itself) 

                                                                                                                      


        ●     Special
        Servicer (as to itself)

         







 






    Exhibit BB-1


     

    

 


	requires
    disclosure only of proceedings described therein that are material to security holders)	
        ●     Certificate
        Administrator (as to itself)

         



        ●     Trustee
        (as to itself)

         



        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         



        ●     Any
        other Reporting Servicer (as to itself)

         



        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         



        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         



        ●     Originators
        under Item 1110 of Regulation AB

         



        ●     Party
under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds

                                                                                 
	●     Depositor

         


        
	Item 4: Defaults Upon Senior Securities

                                                                                 
	●     Certificate
                                         Administrator

         


        
	Item 5: Submission of Matters to a Vote of Security Holders

                                                                                 
	●     Certificate
        Administrator

         


        
	Item
        6: Significant Obligors of Pool Assets:

         



        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         



        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         



        (b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO  


        	●     Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

                                                                                                                      

                                                                                                                     ●     Special Servicer (as to Specially Serviced Loans and REO Properties)


        



 



    Exhibit BB-2


     

    




	
  Property (as applicable), and quarterly and annual financial
statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that
for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and
interim period is required and, if such information for a prior period was required but not previously reported, such
information for such prior period; and

         



        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.

                                                                                 
	 
	Item
        7: Change in Sponsor Interest in the Securities:

         



        ●     Item
        1124 of Regulation AB.

         


        	●     Each
        Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

         


        
	Item
        8: Significant Enhancement Provider Information:

         



        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         


        	●     Depositor

         


        
	Item
    9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date)

        ●     Master
Servicer (with respect to the balance 




 






    Exhibit BB-3


     

    

 


	 	
    of the Collection Account as of the related Distribution
Date and the preceding Distribution Date)

        ●     Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)

	Item
        10: Exhibits (no. 3):

         



        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor 

         

	Item
        10: Exhibits (no. 4):

         



        With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
        Administrator

        

        ●     Depositor

         



        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement

        

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

        

	Item
        10: Exhibits (no. 10):

         



        Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
(b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	Item
        10: Exhibits (no. 22):

         



        Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-
	●     The
applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.




 






    Exhibit BB-4


     

    

 


	
            K),
but only if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published
report and answering Item 5 by referencing the published report.
	 
	Item
        10: Exhibits (no. 23):

         



        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor

         

         

         

	Item
        10: Exhibits (no. 24)

         



        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
        Administrator

         

         

         

	Item
        10: Exhibits (no. 99)

         



        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
Applicable. 

         

	Item
        10: Exhibits (no. 100)

         



        XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
Applicable. 

         

	Item
    10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special
Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K);
provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.




 






    Exhibit BB-5


     

    

 


EXHIBIT
CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2016-C31 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB.


  


	Item
    on Form 10-K	Party
    Responsible
	Item
1B: Unresolved Staff Comments

         
	●     Depositor 

	Item
        9B: Other Information, but only to the extent of any information that meets all the following conditions:

          

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D
Disclosure” 
	●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

         

         




 



    Exhibit CC-1


     

    




 


	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.

         
	●     The
applicable Mortgage Loan Seller.

	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

        

         
	●     The
Depositor




 






    Exhibit CC-2


     

    

 


	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         
	●     Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

    ●     Special Servicer (as to Specially Serviced Loans and REO Properties)

	Instruction
        J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	

                                                                                                                                                            

                                                                                                                                                            ●     Depositor

         

         




 






    Exhibit CC-3


     

    

 


	Instruction
        J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	●     Master
        Servicer (as to itself)

         



        ●     Special
        Servicer (as to itself)

         



        ●     Certificate
        Administrator (as to itself)

         



        ●     Trustee
        (as to itself)

         



        ●     Depositor
        (as to itself)

         



        ●     Operating
        Advisor (as to itself)

         

        ●     Asset
        Representations Reviewer (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         



        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         



        ●     Originators
        under Item 1110 of Regulation AB

         



        ●     Party
under Item 1100(d)(1) of Regulation AB

	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

         



        1119(a)
        of Regulation AB,

         



        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a
        “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.





        	●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Operating
Advisor

        ●     Asset
Representations Reviewer

        ●     Trustee
(as to itself) (only as to affiliations under Item 1119(a) with the Master Servicer, Certificate Administrator, each Special Servicer
or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the 




 



    Exhibit CC-4


     

    

 


	
           



        and

         


        ●     1119(b)
        of Regulation AB,

         



        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2016-C31 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-C31 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 
	
        Prospectus as an “originator”
of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the
assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

        

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due. 

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB. 

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10-K is due.

         

                                                                                 




 






    Exhibit CC-5


     

    

 


	
        it
is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         



        1119(a)
        of Regulation AB,

         



        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         



        and

         



        ●     1119(b)
        of Regulation AB,

         



        but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2016-C31 transaction) between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as
a “Party Responsible”, on the other; provided, however, that a relationship, agreement, arrangement,
transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
reported if it is not 


        	●     The
Depositor

        ●     Each
        Mortgage Loan Seller

         

         

         




 






    Exhibit CC-6


     

    

 


	
        material
to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         



        and

         



        ●     1119(c)
        of Regulation AB,

         



        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

                                                                                 
	 
	Item
        15: Exhibits (no. 2):

         



        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor

	Item
        15: Exhibits (no. 3):

         



        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor




 






    Exhibit CC-7


     

    

 


	Item
        15: Exhibits (no. 4):

         



        With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
Administrator

        ●     Depositor

         



        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement

         

        provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	Item
        15: Exhibits (no. 10):

         



        Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the
    following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b)
    such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	Item
        15: Exhibits (no. 11):

         



        Statement
regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
Applicable 

	Item
        15: Exhibits (no. 12):

         



        Statement
regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●     Not
Applicable. 

	Item
        15: Exhibits (no. 13):

         



        Annual
report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of
Regulation S-K)
	●     Not
Applicable 

	Item
        15: Exhibits (no. 14):

         



        Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
Applicable.

	Item
        15: Exhibits (no. 16):

         



        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
Applicable




 






    Exhibit CC-8


     

    

 


	Item
        15: Exhibits (no. 18):

         



        Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
Applicable.

         

	Item
        15: Exhibits (no. 21):

         



        Subsidiaries
of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Depositor.

	Item
        15: Exhibits (no. 22):

         



        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not
Applicable. 

	Item
        15: Exhibits (no. 23) – Part 1 of 2 Parts:

         



        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	●     Depositor 

	Item
        15: Exhibits (no. 23) – Part 2 of 2 Parts:

         



        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the
registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party
Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	●     Master
Servicer

        ●     Special
Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

         



        provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item
        15: Exhibits (no. 24)

         



        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
Administrator 




 






    Exhibit CC-9


     

    

 


	Item
        15: Exhibits (no. 31(i))

         



        Rule
13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
Applicable 

	Item
        15: Exhibits (no. 31(ii))

         



        Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
Pooling and Servicing Agreement.

	Item
        15: Exhibits (no. 32)

         



        Section
1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
Applicable.

	Item
        15: Exhibits (no. 33)

         



        Report
on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery
of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
Agreement.

	Item
        15: Exhibits (no. 34)

         



        Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K).
	●     Delivery
of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
and Servicing Agreement. 

	Item
        15: Exhibits (no. 35)

         



        Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing
Agreement. 

	Item
        15: Exhibit (no. 36)

         



        Certification
For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor

         

	Item
        15: Exhibits (no. 99)

         



        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
Applicable. 

	Item
        15: Exhibits (no. 100)

         



        XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
Applicable. 




 






    Exhibit CC-10


     

    

 


	Item
15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
(a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b)
such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K
relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.


        	●     Certificate
Administrator and Depositor, in each case only to the extent that such party is the “Party Responsible” for the
exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer, the Trustee or the
Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form
10-K). 

	Item
    15: Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
Applicable


        
	Item
    15: Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate
Administrator]

        [Depositor]

	Item
    15: Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate
Administrator]

        [Depositor]



 


 



    Exhibit CC-11


     

    

 

EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2016-C31 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ●    Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

         

        ●    Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement  



 






    	Exhibit DD-1



    	 



    

 


	 	       that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●    Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	●    Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●    Depositor 

        ●    Certificate
        Administrator

         



 






    	Exhibit DD-2



    	 



    

 


	Item 3.03: Material Modification to Rights of Security Holders	●    Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●    Depositor
	Item 6.01: ABS Informational and Computational Material	●    Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●    Trustee
(as to itself) 

        ●    Depositor 

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●    Certificate
Administrator 

        ●    Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●    Master
Servicer (as to a party appointed by the Master Servicer) 

        ●    Special
Servicer 

        ●    Certificate
Administrator 

        ●    Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ●    Depositor 

        ●    Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	●    Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●    Depositor
	Item 7.01: Regulation FD Disclosure	●    Depositor
	Item 8.01: Other Events	●    Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K) 
	●    Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●    Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●    Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
	
        ●    Certificate
Administrator

         

        provided,
in each case, that this shall in no  



 






    	Exhibit DD-3



    	 



    

 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K) 
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K) 
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K) 
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K) 
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	●    Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney. 
	●    Certificate Administrator 
	Item 15: Exhibits (no. 99)	●    Not Applicable.


 






    	Exhibit DD-4



    	 



    

 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K). 
	●    Not Applicable.


 






    	Exhibit DD-5



    	 



    


 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS)


 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31—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”),
and executed in connection with the above-referenced transaction, the undersigned, as [          ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                ], phone number: [                ]; email address: [                    ].


	 	 	 
	 	[NAME
    OF PARTY],
	 	as
    [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 






    	Exhibit EE-1



    	 



    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS 


 


1.     Bellwether
Enterprise Real Estate Capital


 


2.     KeyBank
National Association


 


3.     NRC
Group, Inc.


 


4.     Berkadia
Commercial Mortgage LLC


 


5.     Bernard
Financial Corporation



 






    	Exhibit FF-1



    	 



    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


 


		1.	Bellwether Enterprise



 


		2.	KeyBank National Association



 






    	Exhibit GG-1



    	 



    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the
“Trust”)


 


I, [identifying the
certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital Advisors, LLC,
as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator and Custodian] [Wilmington Trust, National
Association, as Trustee] (the “Certifying Servicer”), certify to Banc of America Merrill Lynch Commercial Mortgage
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I (or Servicing Officers under
my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and
[__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling and Servicing
Agreement; and



 


		2.	To the best of my knowledge, based on
such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material
respects during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations
under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].






	 	 	 
	Date:	 	 


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer]

[RIALTO CAPITAL ADVISORS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION as certificate administrator 

and custodian]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee; provided, however, 

that the Trustee shall not be required to
deliver an assessment of compliance 

with respect to any period during which there was no Relevant Servicing 

Criteria applicable
to it]





	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    	Exhibit HH-1



    	 



    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a master
servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation
17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of
asset-backed securities that were not required to be issued), if applicable.


 






    	Exhibit II-1



    	 



    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


	 	 	 
	 	[Name of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit II-2



    	 



    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.


900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: Stephen M. Renna


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 






    	Exhibit JJ-1



    	 



    

 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref: MSBAM 2016-C31, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion on
Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	MSBAM
    2016-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

        	 	 	$	 	%	 	 	 	 	 	 
	 	  Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSBAM
    2016-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

        	 	 	$	 	%	 	 	 	 	 	 
	 	   Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSBAM
    2016-C31	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	  Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit KK-1



    	 



    

 


EXHIBIT
LL


 


[RESERVED]


 






    	Exhibit LL-1



    	 



    

 



EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS) 


 


INSTRUCTIONS: 


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM 


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW** 


 


Wells
Fargo Bank, National Association, as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) MSBAM 2016-C31—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”), relating
to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31,
the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed
on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of 

                                         MM/DD/YYYY
	Ending
                                         Balance as of 

                                         MM/DD/YYYY

	Collection
    Account	 	 
	REO
    Account	 	 


 






    Exhibit MM-1 


    	 



    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                   ], phone number: [                    ]; email address: [                    ].


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:
Depositor


 






    Exhibit MM-2 


    	 



    

 


EXHIBIT
NN


 


Form
of notice of purchase of controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services MSBAM 2016-C31


 


Wells Fargo Bank, National Association 


as Master Servicer 


Commercial Mortgage Servicing

Three Wells Fargo 


401 S. Tryon Street, 8th floor 


MAC D1050-084 


Charlotte, North Carolina 28202

Attention: MSBAM 2016-C31 Asset Manager 


Email: commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC


as Special Servicer


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer


Facsimile: (305) 229-6425


 


Park Bridge Lender Services LLC


as Operating Advisor


600 Third Avenue, 40th Floor


New York, NY 10016


Attention: MSBAM 2016-C31-Surveillance Manager


(with a copy sent contemporaneously via email to

cmbs.notices@parkbridgefinancial.com)


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C31 (the “Certificates”) issued pursuant to the
                                         Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
                                         relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-C31



 


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


 






    Exhibit NN-1 


    	 



    

 


“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 NN-2 


    	 



    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C31



 


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 in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



  


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    Exhibit OO-1 


    	 



    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC, as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company,
    its sole member



 


	 	 	 	 	 
	 		 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:


 



    Exhibit OO-2 


    	 



    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
                                         failures

                                                                                                

	Loan
    #	Loan

    Name	R&W

    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels		[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance		 	 


 






    Exhibit OO-3 


    	 



    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C31



 


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 in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 




 


1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    Exhibit PP-1 


    	 



    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC, as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company,
    its sole member



 





	 	 	 	 	 
	 		 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:


 


Exhibit
A


 


Summary
Scorecard

[Template Example Below] 


 


	Test
                                         failures

                                                                                                                                                                  
	 	 	 	 
	Loan
    #	Loan
    Name	Representations
    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	
	32	Due
    on Sale or Encumbrance	


 






    Exhibit PP-2 


    	 



    

 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures for
each Delinquent Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein
shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit
QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset
Representation Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials 


 


		Step
                            1	Asset Representations Reviewer (“ARR”)
                                         receives the following items before beginning its review from the parties specified in
                                         Section 12.01 of the Pooling and Servicing Agreement:



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Asset
                                         Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	List
                                         of all Delinquent Loans subject to the Asset Review



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



  


		Step
                            2	For each Delinquent
                                         Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure
                                         Data Room to determine what, if any, Review Materials for such Delinquent Loan are missing,
                                         using the list of documents in the definition of the Mortgage File in this Agreement,
                                         any comparable lists included in the related Mortgage Loan Purchase Agreement, and any
                                         closing checklist from the origination of such Delinquent Loan, to guide its review and
                                         determination



 


		Step
                            3	If ARR determines that the information made available to it in the Secure
Data Room with respect to any Delinquent Loan is missing any documents required to complete an Asset Review of such Delinquent
Loan, ARR shall prepare a list of such missing documents and notify Master Servicer (with respect to Non-Specially Serviced Loans)
and Special Servicer (with respect to Specially Serviced Loans) of such missing documents. If the Master Servicer or Special Servicer,
as applicable, does not provide such document as provided in the Pooling and Servicing Agreement, the ARR shall notify the related
Mortgage Loan Seller of such missing information



 






    Exhibit QQ-1 


    	 



    

 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4 	For each Delinquent
                                         Loan for which ARR has received all Review Materials required to complete an Asset Review
                                         of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each representation
                                         and warranty made by the related Mortgage Loan Seller with respect to such Delinquent
                                         Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 






    Exhibit QQ-2 


    	 



    

 


EXHIBIT
RR


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C31 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C31



  


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”), and executed in connection with the above-referenced transaction,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
undersigned is [an authorized representative of the Asset Representations Reviewer][a designee of the Depositor, who by its signature
below is requesting that the undersigned be granted access to the Secure Data Room].



  


		2.	The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



  


		3.	The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.



  






    Exhibit RR-1 


    	 



    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY],

                    as [role]

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______  





 


	[Banc of America Merrill Lynch Commercial
Mortgage Inc., as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 





 





 



 


*      Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



    Exhibit RR-2 


    	 



    

 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE 

LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET 

REVIEW TRIGGER]


 


[Date]


 





	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo 

        401 S. Tryon Street, 8th floor 

        MAC D1050-084 

        Charlotte, North Carolina 28202

        Attention: MSBAM 2016-C31 Asset Manager

        Email: commercial.servicing@wellsfargo.com
	
        Park Bridge Lender Services
LLC 

        600 Third Avenue, 40th Floor

        New York, NY 10016

        Attention: MSBAM 2016-C31-Surveillance
Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

	 	 
	
        Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff
Krasnoff, Niral Shah, Adam Singer 

        Facsimile: (305) 229-6425
	 


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial
Mortgage Pass-Through Certificates, Series 2016-C31



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and
Servicing Agreement”), and executed in connection with the above-referenced transaction, the Certificate Administrator
hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1. _____ An additional Mortgage Loan has become a Delinquent Loan.


 


2. _____ A Mortgage Loan has ceased to be a Delinquent Loan. 


 


3. _____ An
Asset Review Trigger has ceased to exist.


 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    Exhibit SS-1 


    	 



    

 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Bank of America Merrill
    Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 






    Exhibit SS-2 


    	 



    

 


EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE
RIGHTS


 


[Date]


 





Banc of America Merrill Lynch Commercial Mortgage Inc. 


One Bryant Park 


New York, New York 10036 


Attention: Leland F. Bunch, III


 


	 	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the
    “Certificates”)


 


Ladies
and Gentlemen: 


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the issuance
of the Certificates. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    Exhibit TT-1-1 


    	 



    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit TT-1-2 


    	 



    




 


EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE
RIGHTS


 


[Date] 


 





Banc of America Merrill Lynch Commercial Mortgage Inc. 


One Bryant Park 


New York, New York 10036 


Attention: Leland F. Bunch, III


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo 


401 S. Tryon Street, 8th floor 


MAC D1050-084 


Charlotte, North Carolina 28202


Attention: MSBAM 2016-C31 Asset Manager


Email: commercial.servicing@wellsfargo.com




 


	 	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2016-C31, Commercial Mortgage Pass-Through Certificates, Series 2016-C31 (the
    “Certificates”)


 


Ladies
and Gentlemen: 


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer,
that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit TT-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received
a certificate from the prospective transferee substantially in the form attached as Exhibit TT-2 to the Pooling and Servicing
Agreement. 


 






    Exhibit TT-2-1 


    	 



    

 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed. 


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security. 


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment. 


 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of 


 






    Exhibit TT-2-2 


    	 



    

 


the
Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’
auditors, legal counsel and regulators.


 


8.          
The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and
Servicing Agreement except as set forth in Section 3.11 of the Pooling and Servicing Agreement, and that the Excess Servicing
Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	 	 
	cc:

         
	Wells
Fargo Bank, National Association Legal Department 

        301
S. College St., TW-30 

        Charlotte,
North Carolina 28202 

        Attention:
Commercial Mortgage Servicing Legal Support 

        Reference:
MSBAM 2016-C31

         

        K&L
Gates LLP 

        Hearst
Tower, 47th Floor 

        214
North Tryon Street 

        Charlotte,
North Carolina 28202 

        Attention:
Stacy Ackermann, Esq.

	 	 	 	 



 




    Exhibit TT-2-3 


    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	Huntington Center



 


		2.	Vintage Park



 


		3.	Simon Premium Outlets



 


		4.	Harlem USA



 


		5.	One Stamford Forum



 


		6.	International Square



 


		7.	Coconut Point



 


		8.	SSTII Self Storage Portfolio



 


		9.	TEK Park



 


		10.	The Shops at Crystals



 


		11.	MY Portfolio



 






    Schedule 1-1 


    	 



    

 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance Schedule


 





	Month	 	Balance
    ($)	 	Month	 	Balance
    ($)	 	Month	 	Balance
    ($)
	0	 	69,700,000.00	 	 	 	 	 	 	 	 
	1	 	69,700,000.00	 	37	 	69,700,000.00	 	73	 	52,067,777.98
	2	 	69,700,000.00	 	38	 	69,700,000.00	 	74	 	50,740,318.90
	3	 	69,700,000.00	 	39	 	69,700,000.00	 	75	 	49,407,789.51
	4	 	69,700,000.00	 	40	 	69,700,000.00	 	76	 	47,794,193.28
	5	 	69,700,000.00	 	41	 	69,700,000.00	 	77	 	46,450,403.39
	6	 	69,700,000.00	 	42	 	69,700,000.00	 	78	 	45,009,852.30
	7	 	69,700,000.00	 	43	 	69,700,000.00	 	79	 	43,655,423.20
	8	 	69,700,000.00	 	44	 	69,700,000.00	 	80	 	42,204,536.22
	9	 	69,700,000.00	 	45	 	69,700,000.00	 	81	 	40,839,386.68
	10	 	69,700,000.00	 	46	 	69,700,000.00	 	82	 	39,468,936.45
	11	 	69,700,000.00	 	47	 	69,700,000.00	 	83	 	38,037,660.17
	12	 	69,700,000.00	 	48	 	69,700,000.00	 	84	 	36,689,381.89
	13	 	69,700,000.00	 	49	 	69,700,000.00	 	85	 	35,247,836.61
	14	 	69,700,000.00	 	50	 	69,700,000.00	 	86	 	33,888,907.29
	15	 	69,700,000.00	 	51	 	69,700,000.00	 	87	 	32,524,790.35
	16	 	69,700,000.00	 	52	 	69,700,000.00	 	88	 	30,980,250.31
	17	 	69,700,000.00	 	53	 	69,700,000.00	 	89	 	29,605,025.13
	18	 	69,700,000.00	 	54	 	69,700,000.00	 	90	 	28,137,301.26
	19	 	69,700,000.00	 	55	 	69,700,000.00	 	91	 	26,751,219.39
	20	 	69,700,000.00	 	56	 	69,700,000.00	 	92	 	25,272,948.37
	21	 	69,700,000.00	 	57	 	69,700,000.00	 	93	 	23,875,926.95
	22	 	69,700,000.00	 	58	 	69,700,000.00	 	94	 	22,473,570.44
	23	 	69,700,000.00	 	59	 	69,700,000.00	 	95	 	20,979,488.79
	24	 	69,700,000.00	 	60	 	69,602,979.22	 	96	 	19,566,068.50
	25	 	69,700,000.00	 	61	 	68,248,011.00	 	97	 	18,061,238.50
	26	 	69,700,000.00	 	62	 	66,982,348.86	 	98	 	16,636,669.96
	27	 	69,700,000.00	 	63	 	65,711,855.62	 	99	 	15,206,659.66
	28	 	69,700,000.00	 	64	 	64,154,508.94	 	100	 	13,514,764.88
	29	 	69,700,000.00	 	65	 	62,873,213.10	 	101	 	12,072,823.49
	30	 	69,700,000.00	 	66	 	61,493,374.25	 	102	 	10,540,285.53
	31	 	69,700,000.00	 	67	 	60,201,916.20	 	103	 	9,086,978.10
	32	 	69,700,000.00	 	68	 	58,812,204.89	 	104	 	7,543,398.13
	33	 	69,700,000.00	 	69	 	57,510,507.08	 	105	 	6,078,637.84
	34	 	69,700,000.00	 	70	 	56,203,838.69	 	106	 	4,608,280.09
	35	 	69,700,000.00	 	71	 	54,799,350.73	 	107	 	3,048,135.88
	36	 	69,700,000.00	 	72	 	53,482,326.51	 	108	 	1,566,195.04
	 	 	 	 	 	 	 	 	109 and

thereafter	 	0.00




 


 






    	Schedule 2-1



    	 



    

 


Schedule
                                         3


 


Mortgage
Loans with Specified Escrows, Reserves, Holdbacks and Letters of Credit


 


	Property

Name	Original

Balance	Upfront

Replacement

Reserves	Upfront

TI/LC

Reserves*	Upfront
    Tax

Reserves*	Upfront

Insurance

Reserves	Upfront

Deferred

Maint.

Reserve	Initial
    Other

Reserves	Other
    Reserves Description
	One
    Met Life Way	$68,950,000.00	-	-	-	-	-	$7,912,788.89	Outstanding
    TI/LC Reserve
	Thanksgiving
    Station IV	$29,500,000.00	$2,310.00	$11,540.00	$272,396.67	-	-	$3,528,581.03	Digicert
    TILC Lease Reserve ($1,973,883.15); Reduced Rent Period Reserve ($1,149,977.88); Purebred TILC Lease Reserve ($404,720)
	Carefree
    Marketplace	$10,800,000.00	-	-	$31,970.00	-	-	$1,075,659.72	Environmental
    Reserve ($620,000); Roof Replacement Reserve ($236,948); Outstanding Spot’s TI Reserve ($212,970.72); Spot’s Free
    Rent Reserve ($5,741)
	Ramada
    Plaza Atlanta Capital Park	$8,250,000.00	-	-	$26,925.73	$124,388.90	$4,375.00	$2,352,463.75	PIP
    Reserve ($1,977,463.75); Seasonality Reserve ($375,000)
	Glenwood
    Village	$7,400,000.00	-	-	$24,115.30	-	-	$1,016,250.00	Giant
    Reserve ($1,000,000); Environmental Reserve ($16,250)
	Shady
    Trail Business Center	$2,780,000.00	$106,750.00	$2,835.00	$53,936.00	$3,558.00	$68,250.00	$53,196.00	Occupancy
    Reserve


 


*Routine
funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Loan)
are not Special Servicer Decisions.


 






    	Schedule 3-1



     

    

 


Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice


 


		1.	Hyatt
                                         Regency Sarasota



 


		2.	SpringHill
                                         Suites - Seattle



 


		3.	Hampton
                                         Inn - Orangeburg



 


		4.	Ramada
                                         Plaza Atlanta Capital Park



 


		5.	Clarion
                                         Inn Lake Jackson



 


		6.	TownePlace
                                         Auburn Hills



 


		7.	Country
                                         Inn & Suites - Michigan City



 


		8.	MY
                                         Portfolio



 





    	Schedule 4-1