Exhibit 4.1 


 


EXECUTION VERSION


 





	 






MORGAN STANLEY CAPITAL I 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 May 1, 2016	
	 	 	 



 




Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C29,

Commercial Mortgage Pass-Through Certificates

Series 2016-C29





	 



  




     


     


    

 


TABLE OF CONTENTS


	 	 	 
	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined
Terms	5
	Section 1.02	Certain Calculations	120
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance
of Mortgage Loans	121
	Section 2.02	Acceptance by Trustee	127
	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	133
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	149
	Section 2.05	Creation of the Grantor Trust	149
	 	 	 
	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	149
	Section 3.02	Collection
of Mortgage Loan Payments	157
	Section 3.03	Collection
of Taxes, Assessments and Similar Items; Servicing Accounts	162
	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	167
	Section 3.05	Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	173
	Section 3.06	Investment
of Funds in the Collection Account and the REO Account	184
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	186
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	191


 






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	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	197
	Section 3.10	Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files	200
	Section 3.11	Servicing
Compensation	202
	Section 3.12	Inspections; Collection of Financial Statements	209
	Section 3.13	Access to Certain Information	214
	Section 3.14	Title to REO Property; REO Account	227
	Section 3.15	Management of REO Property	228
	Section 3.16	Sale of Defaulted Loans and REO Properties	231
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	238
	Section 3.18	Modifications, Waivers, Amendments and Consents	240
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	251
	Section 3.20	Sub-Servicing Agreements	258
	Section 3.21	Interest
Reserve Account	261
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	262
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	262
	Section 3.24	Intercreditor Agreements	266
	Section 3.25	Rating Agency Confirmation	269
	Section 3.26	The Operating Advisor	271
	Section 3.27	Companion
Paying Agent	279
	Section 3.28	Companion Register	280
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	280
	Section 3.30	[RESERVED]	282
	Section 3.31	[RESERVED]	282
	Section 3.32	Litigation Control	282
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	285
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions	286
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	296
	Section 4.03	P&I Advances	303
	Section 4.04	Allocation of Realized Losses	305
	Section 4.05	Appraisal Reduction Amounts	306
	Section 4.06	Grantor Trust Reporting	309
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	311
	Section 4.08	Secure
Data Room	314


 






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	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The
Certificates	315
	Section 5.02	Form and Registration	316
	Section 5.03	Registration of Transfer and Exchange of Certificates	318
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	326
	Section 5.05	Persons Deemed Owners	326
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	326
	Section 5.07	Maintenance of Office or Agency	328
	Section 5.08	Appointment of Certificate Administrator	328
	Section 5.09	[RESERVED]	329
	Section 5.10	Voting Procedures	329
	 	 	 
	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	330
	Section 6.02	Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	336
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master `Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	337
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	339
	Section 6.05	Depositor,
Master Servicer and Special Servicer Not to Resign	344
	Section 6.06	Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer	345
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	345
	Section 6.08	The Directing Certificateholder	345
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER
    TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	351


 






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	Section 7.02	Trustee to Act; Appointment of Successor	359
	Section 7.03	Notification
to Certificateholders	362
	Section 7.04	Waiver of Servicer Termination Events	362
	Section 7.05	Trustee as Maker of Advances	362
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	363
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	364
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	367
	Section 8.04	Trustee
or Certificate Administrator May Own Certificates	368
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	368
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	369
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	370
	Section 8.08	Successor Trustee or Certificate Administrator	373
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	373
	Section 8.10	Appointment
of Co-Trustee or Separate Trustee	374
	Section 8.11	Appointment of Custodians	375
	Section 8.12	Representations
and Warranties of the Trustee	375
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	376
	Section 8.14	Representations
and Warranties of the Certificate Administrator	376
	Section 8.15	Compliance with the PATRIOT Act	378
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 	 	 
	Section 9.01	Termination
upon Repurchase or Liquidation of All Mortgage Loans	378
	Section 9.02	Additional
Termination Requirements	382
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	382
	Section 10.02	Use of Agents	386
	Section 10.03	Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator	386
	Section 10.04	Appointment of REMIC Administrators	387


 






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	ARTICLE XI
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	388
	Section 11.02	Succession;
Subcontractors	388
	Section 11.03	Filing
Obligations	391
	Section 11.04	Form
    10-D Filings	392
	Section 11.05	Form
    10-K Filings	395
	Section 11.06	Sarbanes-Oxley Certification	398
	Section 11.07	Form
    8-K Filings	399
	Section 11.08	Form
    15 Filing	401
	Section 11.09	Annual Compliance Statements	401
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	403
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	405
	Section 11.12	Indemnification	407
	Section 11.13	Amendments	409
	Section 11.14	RegulationAB Notices	410
	Section 11.15	Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	410
	Section 11.16	[RESERVED]	415
	Section 11.17	Impact of Cure Period	415
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	415
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	422
	Section 12.03	Resignation of the Asset Representations Reviewer	423
	Section 12.04	Restrictions of the Asset Representations Reviewer	423
	Section 12.05	Termination of the Asset Representations Reviewer	423
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	426
	Section 13.02	Recordation
of Agreement; Counterparts	430
	Section 13.03	Limitation on Rights of Certificateholders	431
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	432
	Section 13.05	Notices	432
	Section 13.06	Severability of Provisions	438
	Section 13.07	Grant of a Security Interest	438


 






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	Section 13.08	Successors and Assigns; Third Party Beneficiaries	439
	Section 13.09	Article and Section Headings	439
	Section 13.10	Notices to the Rating Agencies	439





	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (other than Class V and Class R Certificates)
	EXHIBIT A-2	Form of Class V Certificate
	EXHIBIT A-3	Form of Class R Certificate
	EXHIBIT A-4	[RESERVED]
	EXHIBIT B	Mortgage Loan Schedule
	EXHIBIT C	Form of Investment Representation Letter
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter regarding Class V Certificates and Class R Certificates
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A Book
    -Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A Book
    -Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary
    Regulation S Book -Entry Certificate to Rule 144A Book -Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary
    Regulation S Book -Entry Certificate to Regulation S Book -Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	Form of Notice of Excluded Controlling Class
    Holder to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of Directing Certificateholder
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q-1	Initial Custodian Certification/Exception Report


 






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	EXHIBIT Q-2	Final Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special Servicer
	EXHIBIT S	Initial Companion Holders
	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


 




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This Pooling and Servicing
Agreement is dated and effective as of May 1, 2016, between Morgan Stanley Capital I 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).


 


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


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LASB,
Class LA3, Class LA4, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG
and Class LH 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)	 	$	29,800,000	 
	Class LA2	 	(1)	 	$	39,500,000	 
	Class LASB	 	(1)	 	$	58,500,000	 
	Class LA3	 	(1)	 	$	190,000,000	 
	Class LA4	 	(1)	 	$	248,821,000	 
	Class LAS	 	(1)	 	$	54,639,000	 
	Class LB	 	(1)	 	$	42,497,000	 
	Class LC	 	(1)	 	$	35,413,000	 
	Class LD	 	(1)	 	$	42,497,000	 
	Class LE	 	(1)	 	$	22,260,000	 
	Class LF	 	(1)	 	$	8,095,000	 
	Class LG	 	(1)	 	$	17,201,000	 
	Class LH	 	(1)	 	$	20,236,885	 
	Class LR	 	N/A(2)	 	 	N/A	 



 





 







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



 


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



 


UPPER-TIER REMIC


 


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


 


THE GRANTOR TRUST


 


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


 






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THE CERTIFICATES


 


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


 


	
        Corresponding


Certificates
	 	
        Approximate


Initial Pass-

Through

 Rate 
	 	
        Original

Certificate

Balance or

Notional Amount 

	Class A-1 Certificates	 	1.597%	 	$   29,800,000
	Class A-2 Certificates	 	2.786%	 	$   39,500,000
	Class A-SB Certificates	 	3.140%	 	$   58,500,000
	Class A-3 Certificates	 	3.058%	 	$   190,000,000
	Class A-4 Certificates	 	3.325%	 	$   248,821,000
	Class X-A Certificates	 	1.824%	 	$   566,621,000(1)
	Class X-B Certificates	 	1.117%	 	$   97,136,000(1)
	Class A-S Certificates	 	3.604%	 	$   54,639,000
	Class B Certificates	 	4.039%	 	$   42,497,000
	Class C Certificates	 	4.912%	 	$   35,413,000
	Class X-D Certificates	 	1.912%	 	$   42,497,000(1)
	Class X-E Certificates	 	2.035%	 	$   22,260,000(1)
	Class X-F Certificates	 	2.035%	 	$   8,095,000(1)
	Class X-G Certificates	 	2.035%	 	$   17,201,000(1)
	Class X-H Certificates	 	2.035%	 	$   20,236,885(1)
	Class D Certificates	 	3.000%	 	$   42,497,000
	Class E Certificates	 	2.877%	 	$   22,260,000
	Class F Certificates	 	2.877%	 	$   8,095,000
	Class G Certificates	 	2.877%	 	$   17,201,000
	Class H Certificates	 	2.877%	 	$   20,236,885
	Class V Certificates	 	N/A(2)	 	N/A
	Class R Certificates	 	N/A(2)	 	N/A



 





 







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



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $809,459,885.


 






    	-3-



    	 



    

 


The 300 Four Falls Whole
Loan consists of the 300 Four Falls Mortgage Loan and the 300 Four Falls Serviced Pari Passu Companion Loan. The 300 Four Falls
Mortgage Loan and the 300 Four Falls Serviced Pari Passu Companion Loan are pari passu with each other. The 300 Four Falls
Mortgage Loan is part of the Trust Fund. The 300 Four Falls Serviced Pari Passu Companion Loan is not part of the Trust Fund. The
300 Four Falls Mortgage Loan and the 300 Four Falls Serviced Pari Passu Companion Loan will be serviced and administered in accordance
with this Agreement and the 300 Four Falls Intercreditor Agreement.


 


The Grove City Premium
Outlets Whole Loan consists of the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Non-Serviced Pari
Passu Companion Loans. The Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Non-Serviced Pari Passu
Companion Loans are pari passu with each other. The Grove City Premium Outlets Mortgage Loan is part of the Trust Fund.
The Grove City Premium Outlets Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund. The Grove City Premium Outlets
Mortgage Loan and the Grove City Premium Outlets Non-Serviced Pari Passu Companion Loans will initially be serviced and administered
in accordance with the MSCI 2015-UBS8 PSA and the Grove City Premium Outlets Intercreditor Agreement. From and after the Grove
City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Whole Loan will be serviced pursuant to
the Grove City Premium Outlets PSA and the Grove City Premium Outlets Intercreditor Agreement.


 


The Penn Square Mall
Whole Loan consists of the Penn Square Mall Mortgage Loan, the Penn Square Mall Non-Serviced Pari Passu Companion Loans and the
Penn Square Mall Non-Serviced Subordinate Companion Loan. The Penn Square Mall Mortgage Loan and the Penn Square Mall Non-Serviced
Pari Passu Companion Loans are pari passu with each other. The Penn Square Mall Non-Serviced Subordinate Companion Loan
is generally subordinate to the Penn Square Mall Mortgage Loan and the Penn Square Mall Non-Serviced Pari Passu Companion Loans.
The Penn Square Mall Mortgage Loan is part of the Trust Fund. The Penn Square Mall Non-Serviced Pari Passu Companion Loans and
the Penn Square Mall Non-Serviced Subordinate Companion Loan are not part of the Trust Fund. The Penn Square Mall Mortgage Loan,
the Penn Square Mall Non-Serviced Pari Passu Companion Loans and the Penn Square Mall Non-Serviced Subordinate Companion Loan will
be serviced and administered in accordance with the MSCI 2016-PSQ Trust and Servicing Agreement and the Penn Square Mall Intercreditor
Agreement.


 


The Le Meridien Cambridge
MIT Whole Loan consists of the Le Meridien Cambridge MIT Mortgage Loan and the Le Meridien Cambridge MIT Non-Serviced Pari Passu
Companion Loans. The Le Meridien Cambridge MIT Mortgage Loan and the Le Meridien Cambridge MIT Non-Serviced Pari Passu Companion
Loans are pari passu with each other. The Le Meridien Cambridge MIT Mortgage Loan is part of the Trust Fund. The Le Meridien
Cambridge MIT Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund. The Le Meridien Cambridge MIT Mortgage Loan
and the Le Meridien Cambridge MIT Non-Serviced Pari Passu Companion Loans will be serviced and administered in accordance with
the MSBAM 2016-C28 PSA and the Le Meridien Cambridge MIT Intercreditor Agreement.


 






    	-4-



    	 



    

 


The Princeton Pike Corporate
Center Whole Loan consists of the Princeton Pike Corporate Center Mortgage Loan and the Princeton Pike Corporate Center Non-Serviced
Pari Passu Companion Loans. The Princeton Pike Corporate Center Mortgage Loan and the Princeton Pike Corporate Center Non-Serviced
Pari Passu Companion Loans are pari passu with each other. The Princeton Pike Corporate Center Mortgage Loan is part of
the Trust Fund. The Princeton Pike Corporate Center Non-Serviced Pari Passu Companion Loans are not part of the Trust Fund. The
Princeton Pike Corporate Center Mortgage Loan and the Princeton Pike Corporate Center Non-Serviced Pari Passu Companion Loans will
be serviced and administered in accordance with the MSBAM 2016-C28 PSA and the Princeton Pike Corporate Center Intercreditor Agreement.


 


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


 






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“300 Four Falls
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of April 19, 2016, by and between the holder
of the 300 Four Falls Serviced Pari Passu Companion Loan and the holder of the 300 Four Falls Mortgage Loan, relating to the relative
rights of such holders of the 300 Four Falls Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“300 Four Falls
Mortgage Loan”: With respect to the 300 Four Falls Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-1, and is pari
passu in right of payment with the 300 Four Falls Serviced Pari Passu Companion Loan to the extent set forth in the 300 Four
Falls Intercreditor Agreement.


 


“300 Four Falls
Mortgaged Property”: The Mortgaged Property that secures the 300 Four Falls Whole Loan.


 


“300 Four Falls
PSA”: Any pooling and servicing agreement that creates a trust whose assets include the 300 Four Falls Serviced Pari
Passu Companion Loan.


 


“300 Four Falls
Serviced Pari Passu Companion Loan”: With respect to the 300 Four Falls Whole Loan, as of the Closing Date, the Companion
Loan evidenced by the related promissory note designated as promissory note A-2, made by the related Mortgagor and secured by the
Mortgage on the 300 Four Falls Mortgaged Property, which is not included in the Trust and which is pari passu in right of
payment to the 300 Four Falls Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
300 Four Falls Intercreditor Agreement.


 


“300 Four Falls
Whole Loan”: The 300 Four Falls Mortgage Loan, together with the 300 Four Falls Serviced Pari Passu Companion Loan, each
of which is secured by the same Mortgage on the 300 Four Falls Mortgaged Property. References herein to the 300 Four Falls Whole
Loan shall be construed to refer to the aggregate indebtedness under the 300 Four Falls Mortgage Loan and the 300 Four Falls Serviced
Pari Passu Companion Loan.


 


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


 



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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.


 


“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).


 






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“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).


 


“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


 



    	-8-



    	 



    

 


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 Mortgage Loan (other than a Non-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 Control 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 the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the
excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined by (x) one or
more Appraisals obtained by the Special Servicer with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the
costs of which shall be paid by the Master Servicer as an Advance) or (y) an internal valuation performed by the Special Servicer
with respect to such Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced
Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect to any Appraisals such downward adjustments
as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals and any other
information it deems relevant, and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced
Whole Loan, as applicable, as of the date of calculation, over (ii) the sum of, as of the Due Date occurring in the month
of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage
Rate, (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced
Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced
Whole Loan (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer,
the Special Servicer or the Trustee, as applicable); provided, without limiting the Special Servicer’s obligation
to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained any required Appraisal or
performed such valuation referred to above, as applicable, within sixty (60) days of the Appraisal Reduction Event (or with respect
to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of “Appraisal Reduction
Event,” within one hundred


 



    	-9-



    	 



    

 


twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty
(120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such Appraisal or valuation referred to above
is received or performed by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination
Date that is at least ten (10) Business Days thereafter.


 


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


 


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


 


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


 


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


 



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reduced to zero. The Special Servicer shall
notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor, or the Master Servicer shall notify the
Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence
of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event
shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date. As of the Closing Date,
there are no ARD Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument
executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation,
leasing or disposition of all or a portion of such Mortgaged Property, in the form


 



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which was duly executed, acknowledged and delivered,
as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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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.


 


“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 



 



    	-15-



    	 



    

 


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).


 


“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 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-C29, 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.


 






    	-16-



    	 



    

 


“Certificate
Administrator/Trustee Fee Rate”: The Certificate Administrator/Trustee Fee shall be equal to the product of the rate
equal to 0.0074% per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner
as interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion
Loan) as of the preceding Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-17-



    	 



    

 


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


 






    	-18-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    	-19-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-20-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LH
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 V
Certificate”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-2 and designated as a


 



    	-21-



    	 



    

 


Class V Certificate, and evidencing undivided beneficial ownership
of the Class V Specific Grantor Trust Assets.


 


“Class V
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof. Notwithstanding anything to the contrary herein, as of the Closing Date, there are
no ARD Loans related to the Trust and accordingly, until such time as Excess Interest exists in respect of a Mortgage Loan included
in the Trust, (i) there shall be no Excess Interest payable in respect of a Mortgage Loan included in the Trust and (ii) there
shall be no Class V Specific Grantor Trust Assets.


 


“Class X
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G and Class X-H 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 and the Class A-4 Certificates.


 


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


 


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


 






    	-22-



    	 



    

 


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


 


“Class X-H
Notional Amount”: As of any date of determination, the Certificate Balance of the Class H 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”:
May 5, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29,


 



    	-23-



    	 



    

 


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 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-C29, Commercial Mortgage
Pass-Through Certificates, Series 2016-C29, Companion Distribution Account”. The Companion Distribution Account shall not
be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf
of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer
and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the
second paragraph of Section 3.04(b).


 


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


 


“Companion Loan”:
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.


 






    	-24-



    	 



    

 


“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 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 Appraisal Reduction Amounts or (ii) a Holder of the Class G Certificates is


 



    	-25-



    	 



    

 


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 G 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 G and Class H Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class G 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) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class G 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.


 


“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 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 Appraisal Reduction Amounts. The Controlling
Class as of the Closing Date will be the Class H Certificates.


 


“Controlling Class
Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined
by the Certificate Registrar, from time to time, upon request by any party hereto. The 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.


 






    	-26-



    	 



    

 


“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-C29; and (iii) with respect to the Certificate Administrator at 9062 Old Annapolis
Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, MSBAM 2016-C29.


 


“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).


 


“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.


 






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“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.


 


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


 


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


 


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


 


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


  



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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 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).


 






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“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.


 


“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.


 






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“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.


 


“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


 



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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 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


 



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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).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60)
days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect
of a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the Master Servicer or the Special Servicer
with a fully executed commitment or otherwise binding application for refinancing of the related Mortgage Loan from an acceptable
lender reasonably


 



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satisfactory in form and substance to the
Master Servicer or Special Servicer (it being understood that the party receiving such commitment shall promptly forward a copy
of such commitment or application to the Special Servicer for approval if it is not evident that a copy has been delivered to
the Special Servicer); and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage
Note or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of
the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class V Certificates, Class R
Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


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


 


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


 


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


 



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of initial Certificate Balance or
initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


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


 


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


 


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


 


“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 June 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);


 






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


 


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


 


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


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          a copy
of all zoning reports;


 


(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;


 






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


 


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


 


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


 


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


 


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


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be 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, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, 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


 



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Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder,
the Controlling Class Certificateholder holding the next largest aggregate Certificate Balance (or a representative thereof) will
be the Directing Certificateholder. In the event each Controlling Class Certificateholder has elected to irrevocably waive its
right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, there
will be no Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) hereof and a new Directing
Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto
shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written
notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class
(as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder. Notwithstanding
anything to the contrary herein, neither the Depositor nor any Affiliate thereof may serve as Directing Certificateholder, and
solely for purposes of determining the identity of or selecting the Directing Certificateholder, any Control Eligible Certificates
held by the Depositor or any Affiliate thereof will be deemed not to be outstanding.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Disqualified Organization”:
Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,”
as defined in Section 775 of the Code and (vi) any other Person so designated by the 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.


 






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“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in June 2016. The initial Distribution Date
shall be June 17, 2016.


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”: Any of the following: (i) a segregated account
or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee or the
Certificate Administrator), (A) the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s,
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have
a short-term rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less
than thirty (30) days, (B) the long-term unsecured debt obligations of which are rated at least “A” by Fitch, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term
rating of not less than “F1” from Fitch, if the deposits are to be held in such account for less than thirty (30) days
and (C) the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if then rated by DBRS, or
if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for thirty (30)
days or more, and the short-term debt obligations of which have a short-term rating of not less than “R-1(middle)”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2)


 



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NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed
in a Rating Agency Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account
or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A2” from Moody’s and “A” from Fitch (if the deposits are
to be held in the account for more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated
by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other
rating confirmed in a Rating Agency Confirmation) or Wells Fargo Bank, National Association’s commercial paper, short-term
deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F2” from Fitch,
if the deposits are to be held in the account for 30 days or less and “R-1 (middle)” from DBRS (if then rated by DBRS,
or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such
other rating confirmed in a Rating Agency Confirmation) (iii) with respect solely to the KeyBank Mortgage Loans, 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 “BBB”
from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which
may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to
be held in the account for more than thirty (30) days) or (b) short term deposit accounts or short term unsecured debt is rated
at least “P-1” by Moody’s, “F1” by Fitch and “R-1(low)” from DBRS (if then rated by
DBRS, or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for thirty (30)
days or less); (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set
forth in the applicable clause, would be listed in clauses (i) – (iii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i) – (iii) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer
or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A2”
from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt
rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or
less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R.
§ 9.10(b). 


 



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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 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.


 






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


 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class V or Class R Certificate) that does not meet the rating requirements
of Prohibited Transaction Exemption 90-24 or Prohibited Transaction Exemption 93-31 (as such exemptions may be amended from time
to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class E, Class F,
Class G and Class H Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial
Mortgage Pass-Through Certificates, Series 2016-C29, Class V, Excess Interest Distribution Account”, and which must
be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset
of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


“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 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


 



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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally


 



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


 


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


 


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


 


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


 


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


 


“Gain-on-Sale Reserve
Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate
Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust
2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


“Grove City Premium
Outlets Companion Loan Securitization Date”: The date on which the Grove City Premium Outlets Controlling Pari Passu
Companion Loan is included in a securitization trust.


 






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“Grove City Premium
Outlets Controlling Pari Passu Companion Loan”: The Grove City Premium Outlets Pari Passu Companion Loan evidenced by
the related promissory note designated as promissory note A-2.


 


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


 


“Grove City Premium
Outlets Mortgage Loan”: With respect to the Grove City Premium Outlets 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-5, and is pari passu in right of payment with the Grove City Premium Outlets Non-Serviced Pari Passu Companion Loans
to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement.


 


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


 


“Grove City Premium
Outlets Non-Serviced Pari Passu Companion Loans”: With respect to the Grove City Premium Outlets Whole Loan, the Companion
Loans evidenced by the related promissory notes designated as promissory notes A-1, A-2, A-3 and A-4, made by the related Mortgagor
and secured by the Mortgage on the Grove City Premium Outlets Mortgaged Property, which are not included in the Trust and which
are pari passu in right of payment to the Grove City Premium Outlets Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the Grove City Premium Outlets Intercreditor Agreement.


 


“Grove City Premium
Outlets PSA”: Any pooling and servicing agreement that creates a trust whose assets include the Grove City Premium Outlets
Controlling Pari Passu Companion Loan.


 


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


 


“Gulfport Premium
Outlets Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 5, 2015, by and between
the holders of the Gulfport Premium Outlets Serviced Pari Passu Companion Loans and the holder of the Gulfport Premium Outlets
Mortgage Loan, relating to the relative rights of such holders of the Gulfport


 



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Premium Outlets Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with
one or more other Mortgage Loans)), the Operating


 



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


 


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of
Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in
that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates,
or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion
Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from
such Person and provided that the relationship between such Person and the Trust is at arm’s length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor the Special Servicer shall
be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the
Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and
the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master
Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurance 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


 



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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 300 Four Falls Intercreditor Agreement, the Le Meridien Cambridge MIT Intercreditor Agreement,
the Penn Square Mall Intercreditor Agreement, the Grove City Premium Outlets Intercreditor Agreement, the Princeton Pike Corporate
Center Intercreditor Agreement, the Gulfport Premium Outlets Intercreditor Agreement and any Serviced AB Intercreditor Agreement
and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor
of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Bank
of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Interest Reserve Account”,
into which


 



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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.


 


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


 


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


 


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


 


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


 


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


 



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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) and (ii) shall be considered a Privileged
Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan from the Certificate Administrator’s Website. The Certificate Administrator may, absent manifest error, conclusively
rely upon any Investor Certification received and may require that Investor Certifications be re-submitted from time to time in
accordance with its policies and procedures.


 


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


 


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


 


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


 


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


 


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


 



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of such REO Loan or the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


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


 


“Le Meridien
Cambridge MIT Mortgage Loan”: With respect to the Le Meridien Cambridge MIT Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 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 Le Meridien Cambridge MIT Non-Serviced Pari Passu Companion Loans to
the extent set forth in the Le Meridien Cambridge MIT Intercreditor Agreement.


 


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


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to


 



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Section 5 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


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


 


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


 


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


 


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



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


 


(E)           the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, that if no Control Termination Event has occurred and is continuing,
and such Directing Certificateholder or Affiliate thereof purchases any Specially Serviced Loan within 90 days after the Special
Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially
Serviced Loan, the Special Servicer shall not be entitled to a Liquidation Fee in connection with such purchase by the Directing
Certificateholder or its Affiliates); or


 


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


 


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


 


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


 



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Loan by the applicable Mortgage Loan Seller
pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class
R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Serviced
Subordinate Companion Loan Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor
Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in
accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the
Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such
Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any)
is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole
Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable
to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 



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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-C29,
Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


“Material Dispute
Resolution Actions”: Any of the following: (i) to the extent sought by any party to the applicable mediation or arbitration,
any consent to the applicable Mortgage Loan Seller’s selection of the related mediator or arbitrator; (ii) an agreement to
settle any claims or agree to or consent to any specific finding by a mediator or arbitrator; and (iii) an agreement requiring
the payment by, or an assessment against, the Trust or any party hereto (to the extent such party would be entitled to reimbursement
by the Trust) of any fees, costs or expenses.


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to


 



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(i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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File for the related Serviced AB Mortgage Loan and the Mortgage Note evidencing such Serviced
Subordinate Companion Loan):


 


(i)            the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee for Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, without recourse,
representation or warranty” or, if the original Mortgage Note is not included therein, then a lost note affidavit and indemnity
with a copy of the Mortgage Note attached thereto;


 


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


 


(iii)          the
originals 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29” (or, in the case of a Serviced AB Whole
Loan, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders
of any related Serviced Subordinate Companion Loan or Serviced Companion Loan));


 


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


 


(vi)          if
the related Assignment of Leases is separate from the Mortgage, the original 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-C29, Commercial Mortgage Pass-Through Certificates,
Series 2016-C29” (or, in the case of a Serviced Whole Loan, substantially


 



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similar language notating an assignment in favor
of the Trustee (in such capacity and on behalf of the holders of any related Serviced Subordinate Companion Loan or Serviced Companion
Loan)), which assignment may be effected in the related Assignment of Mortgage;


 


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


 


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


 


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


 


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


 


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


 


(xii)         either
(A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be assigned
to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to be held by the Master
Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan,
this Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan,
which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held by the Custodian on behalf of the Trustee,
and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan, this
Agreement (it being understood that each Mortgage Loan Seller has agreed (a) that the proceeds of such letter of credit belong
to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the letter of credit that the letter of credit and
the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days (but in any event to
obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement
to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the


 



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Custodian and the Trustee)) or a reissued
letter of credit and (c) to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure
of the Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and power to draw
on the letter of credit). In the case of clause (B) above, the Master Servicer acknowledges that any letter of credit held
by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its rights to service the applicable
Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially
Serviced Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case, at the
expense of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;


 


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


 


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


 


(xv)         copies
of any environmental insurance policy;


 


(xvi)        copies
of any affidavit and indemnification agreement;


 


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


 


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


 


provided, 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


 



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Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall
be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent
that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed
to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise
described above shall be construed to instead refer to a photocopy of such Mortgage Note), and (d) with respect to any Mortgage
Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the Trustee shall not
be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to
be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title for the benefit
of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any efforts undertaken
by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument
shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust
as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively.


 


Notwithstanding any of
the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan: (A) if the Custodian is not also the related Non-Serviced
Custodian, the preceding document delivery requirements shall be met by the delivery by the applicable Mortgage Loan Seller of
copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively evidencing
such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy of the Mortgage securing
the Non-Serviced Mortgage Loan, and the requirement to deliver any of the preceding documents in the name of the Trustee shall
be met by the delivery of such documents in the name of the Non-Serviced Trustee for the benefit of, among others, the Trustee,
as holder of such Non-Serviced Mortgage Loan; or (B) if (and only for so long as) the Custodian is also the related Non-Serviced
Custodian, the preceding document delivery requirements shall be met by (1) the delivery by the applicable Mortgage Loan Seller
of originals of the documents described in clause (i) and (2) custody of the documents specified in clauses (ii) through (xviii)
above by the related Non-Serviced Custodian pursuant to the related Non-Serviced PSA, provided, that if any document specified
in clauses (ii) through (xviii) above was not or was not required to be delivered to the related Non-Serviced Custodian in connection
with the related Non-Serviced PSA, the applicable Mortgage Loan Seller shall deliver such document to the Custodian, provided,
further, that (a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders
that, as of the Closing Date, it is the related Non-Serviced Custodian for such Non-Serviced Mortgage Loan, (b) the Custodian shall
perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the
Mortgage File and as if the Non-Serviced Custodian’s receipt of 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


 



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related Non-Serviced
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization
trust), the Custodian shall include the documents contemplated by clauses (ii) through (xviii) above in the Mortgage
File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization)
that shall be maintained by it or any successor custodian hereunder.


 


In addition, with respect
to any Whole Loan, the applicable Mortgage Loan Seller shall deliver a copy of the related Mortgage Note evidencing each related
Companion Loan.


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes
the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The
term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has
replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan. For the avoidance of doubt,
no MSMCH Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right, SMF III Lender Successor Borrower Right
or KeyBank Seller Defeasance Rights and Obligations is part of a “Mortgage Loan”.


 


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


 


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


 


“Mortgage Loan
Schedule”: The list 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;


 



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(vi)          the
date of the related Mortgage Note;


 


(vii)         the
Maturity Date;


 


(viii)        the
Mortgage Rate;


 


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


 


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


 


(xi)          the
original amortization term;


 


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


 


(xiii)        the
Primary Servicing Fee Rate; and


 


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


 


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


 



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“MSBAM 2016-C28
PSA”: The pooling and servicing agreement, dated as of February 1, 2016, among Banc of America Merrill Lynch Commercial
Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, as special
servicer, U.S. Bank National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate
registrar, authenticating agent and custodian, and Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, as from time to time amended, supplemented or modified relating to the issuance of the Morgan Stanley Bank of America
Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-Through Certificates, Series 2016-C28.


 


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


 


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

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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance
and Condemnation Proceeds, Liquidation Proceeds or


 



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any other recovery on or in respect of such Mortgage Loan or the related REO
Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined
that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been
reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from
the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which 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 any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to
the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating
Advisor and the 17g-5 Information Provider notice of such determination, which determination may be conclusively relied upon by,
and shall be binding upon, the Master Servicer and the Trustee; provided, that in no event may the Special Servicer reverse
the Master Servicer’s determination, or prohibit the Master Servicer from making a determination, that an Advance constitutes
or would constitute a Nonrecoverable Advance. 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 any determination by the Special Servicer that such
an Advance is non-recoverable, each 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 P&I Advance is a Nonrecoverable
P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced
Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and
interest advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination
shall not be binding on the Master Servicer or the Trustee as it relates to any proposed P&I Advance with respect to the related
Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special
Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan,
if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master
Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master
Servicer, Special Servicer or Trustee, as


 



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


 



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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 Mortgage Loan (other
than a Non-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 which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer or
the Trustee because there is insufficient principal available for such recovery, in light of the fact that related proceeds are
a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred
Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled
to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other
Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master Servicer,
in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is


 



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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 any Other Servicer), the
Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination,
which determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer and the Trustee; provided,
that in no event may the Special Servicer reverse the Master Servicer’s determination, or prohibit the Master Servicer from
making a determination, that an Advance constitutes or would constitute a Nonrecoverable Advance. 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 any determination by the Special Servicer that such an Advance is non-recoverable, each such decision shall remain with the
Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all,
of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee
shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the
basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent
rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or the
Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage
Loan, Serviced Companion Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to
make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties
as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations.
The Trustee shall be


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the Le Meridien Cambridge MIT Intercreditor Agreement, the Penn Square Mall Intercreditor
Agreement, the Princeton Pike Corporate Center Intercreditor Agreement and the Grove City Premium Outlets Intercreditor Agreement.


 


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


 



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“Non-Serviced
Mortgage Loan”: Each of the Le Meridien Cambridge MIT Mortgage Loan, the Penn Square Mall Mortgage Loan, the Princeton
Pike Corporate Center Mortgage Loan and the Grove City Premium Outlets Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Le Meridien Cambridge MIT Mortgaged Property, the Penn Square Mall Mortgaged Property,
the Princeton Pike Corporate Center Mortgaged Property and the Grove City Premium Outlets Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu AB Whole Loan”: The Penn Square Mall Whole Loan.


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the Le Meridien Cambridge MIT Non-Serviced Pari Passu Companion Loans, the Penn Square
Mall Non-Serviced Pari Passu Companion Loans, the Princeton Pike Corporate Center Non-Serviced Pari Passu Companion Loans and the
Grove City Premium Outlets Non-Serviced Pari Passu Companion Loans.


 


“Non-Serviced
Pari Passu Whole Loan”: Each of the Le Meridien Cambridge MIT Whole Loan, the Princeton Pike Corporate Center Whole Loan
and the Grove City Premium Outlets Whole Loan.


 


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


 


“Non-Serviced
PSA”: A pooling and servicing agreement or trust and servicing agreement, as applicable, under which a Non-Serviced Whole
Loan is serviced. The only Non-Serviced PSAs related to the Trust as of the Closing Date are (i) with respect to the the Grove
City Premium Outlets Whole Loan, the MSCI 2015-UBS8 PSA, (ii) with respect to the Penn Square Mall Whole Loan, the MSCI 2016-PSQ
Trust and Servicing Agreement and (iii) with respect to each of the Le Meridien Cambridge MIT Whole Loan and the Princeton Pike
Corporate Center Whole Loan, the MSBAM 2016-C28 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 Pari Passu AB Whole Loan, the related subordinate companion
loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related Non-Serviced
Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the related Non-Serviced
Mortgage Loan and the Non-Serviced Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and
as provided in the related Intercreditor Agreement. The only Non-Serviced Subordinate Companion Loan related to the Trust as of
the Closing Date is the Penn Square Mall Non-Serviced Subordinate Companion Loan.


 


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


 



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


 


“Non-Serviced
Whole Loan”: Each of the Le Meridien Cambridge MIT Whole Loan, the Penn Square Mall Whole Loan, the Princeton Pike Corporate
Center Whole Loan and the Grove City Premium Outlets Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


“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.


 



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


 


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


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan (but excluding each Non-Serviced 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 Mortgage Loan (excluding each Non-Serviced Mortgage Loan) and each successor REO Loan equal to (i) 0.0026% per annum
with respect to each such Mortgage Loan (other than the 300 Four Falls Mortgage Loan and the Gulfport Premium Outlets Mortgage
Loan) and any successor REO Loan, (ii) 0.0066% per annum with respect to the 300 Four Falls Mortgage Loan and (iii) 0.0146%
per annum with respect to the Gulfport Premium Outlets Mortgage Loan.


 


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


 



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


 


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


 


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


 


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


 


(d)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or 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


 



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insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other 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 300 Four Falls PSA(s) and the Gulfport Premium Outlets PSA(s) shall be
an Other Pooling and Servicing Agreement.


 



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“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”: With respect to (i) each of the Penn Square Mall Mortgage Loan and the Grove City Premium
Outlets Mortgage Loan, 0.0025% per annum, and (ii) each of the Le Meridien Cambridge MIT Mortgage Loan and the Princeton
Pike Corporate Center Mortgage Loan, 0.0050% per annum.


 


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


 



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        Class
	 	
        Pass-Through
        Rate

	Class A-1	 	1.597% per annum
	Class A-2	 	2.786% per annum
	Class A-SB	 	3.140% per annum
	Class A-3	 	3.058% per annum
	Class A-4	 	3.325% per annum
	Class X-A	 	The related Class X Pass-Through Rate for such Distribution Date
	Class X-B	 	The related Class X Pass-Through Rate for such Distribution Date
	Class A-S 	 	3.604% per annum
	Class B	 	4.039% per annum
	Class C	 	The Weighted Average Net Mortgage Rate for such Distribution Date
	Class X-D	 	The related Class X Pass-Through Rate for such Distribution Date
	Class X-E	 	The related Class X Pass-Through Rate for such Distribution Date
	Class X-F	 	The related Class X Pass-Through Rate for such Distribution Date
	Class X-G	 	The related Class X Pass-Through Rate for such Distribution Date
	Class X-H	 	The related Class X Pass-Through Rate for such Distribution Date
	Class D	 	3.000% per annum
	Class E	 	2.877% per annum
	Class F	 	2.877% per annum
	Class G	 	2.877% per annum
	Class H	 	2.877% per annum


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Penn Square Mall
Mortgage Loan”: With respect to the Penn Square Mall Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by the related promissory note A-1C, and is pari
passu in right of payment with the Penn Square Mall Non-Serviced Pari Passu Companion Loans and generally senior in right of
payment to the Penn Square Mall Non-


 



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Serviced Subordinate Companion Loan to the extent set forth in the Penn Square Mall Intercreditor
Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


“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


 



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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, (1) the short-term debt obligations of
which are rated in the highest short term rating category by Fitch and (2) the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated
at least “A2” by Moody’s, (B) in the case of such investments with maturities of three (3) months or less,
but more than thirty (30) days, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and Fitch 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 Fitch 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 Fitch 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


 



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rated by Moody’s,
otherwise acceptable to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the Certificates), (E) for maturities of less than three
(3) months, a short-term rating of “R-1(high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs
(which may be Moody’s and/or Fitch)), (F) for maturities greater than three (3) months, a long-term rating of “AAA”
by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch)) and (G) the
commercial paper or other short- term debt obligations of such depository institution or trust company are rated in the highest
rating categories of each Rating Agency or such other rating as would not result in the downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced
in writing;


 


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


 


(iv)          debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each Rating Agency (in the case of DBRS, if then rated by DBRS and, if not so rated, by two
other NRSROs (which may be Moody’s and/or Fitch)); provided, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities
issued by such corporation and held in the accounts established hereunder to 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 (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other entity
organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in one (1)
year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency (in the
case of DBRS, if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s and/or Fitch));


 


(vi)          money
market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if not
rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA,
DBRS, Moody’s and/or S&P)) and the highest money market fund category by Moody’s (or, if not rated by Moody’s,
otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may
include the investments referred to in clause (i) above if so qualified that


 



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(a) have substantially all of their
assets invested continuously in the types of investments referred to in clause (i) above and (b) have net assets
of not less than $5,000,000,000;


 


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


 


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


 


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


 


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


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the
Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting
the transfer) to the effect that the transfer of an Ownership Interest in any Class R


 



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


 


“Prepayment Interest
Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan that
was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment 





 



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


 


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


 


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


 


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


 


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


 


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


 






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“Princeton Pike
Corporate Center Intercreditor Agreement”: That certain Amended and Restated Agreement Between Note Holders, dated as
of April 21, 2016, by and between the holders of the Princeton Pike Corporate Center Non-Serviced Pari Passu Companion Loans and
the holder of the Princeton Pike Corporate Center Mortgage Loan, relating to the relative rights of such holders of the Princeton
Pike Corporate Center Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Princeton Pike
Corporate Center Mortgage Loan”: With respect to the Princeton Pike Corporate Center Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is evidenced by the related
promissory note A-3-2, and is pari passu in right of payment with the Princeton Pike Corporate Center Non-Serviced Pari
Passu Companion Loans to the extent set forth in the Princeton Pike Corporate Center Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date, and (c) the Unscheduled Principal Distribution Amount for such Distribution Date, 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


 



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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 Certificaticates,
dated April 26, 2016.


 


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


 


“Privileged Information”:
Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any Specially Serviced
Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s consent or consultation
rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined
could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party and 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


 



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


 


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


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide
any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the
Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the


 



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obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further,
that any Excluded Controlling Class Holder shall be permitted to obtain from the Master Servicer 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).


 


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


 


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


 


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


 


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


 


“Prospectus”:
The prospectus relating to the offer and sale of the Registered Certificates, dated April 26, 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


 



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or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related successor REO Loan), if any; plus


 


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


 


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


 


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


 


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


 


“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


 



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


 


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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer (i) that satisfies all of the eligibility requirements applicable
to special servicers contained in this Agreement, (ii) that is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) that is not obligated to pay the Operating
Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or
(y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iv) that is not entitled to receive any compensation from the Operating
Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such
party be appointed as the replacement special servicer, (v) that is not entitled to receive any fee from the Operating Advisor
for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi)(A) that confirms in writing that it was appointed to act as, and currently serves as, special servicer on a transaction
level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more
classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s, and (B) with
respect to which Moody’s has not cited servicing concerns of such replacement special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction
serviced by the replacement special servicer prior to the time of determination, (vii) that currently has a special servicer
rating of at least “CSS3” from Fitch, and (viii) is currently acting as a special servicer in a CMBS transaction rated
by DBRS (as to which CMBS transaction there are outstanding CMBS rated by DBRS) and has not been cited by DBRS as having servicing
concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a CMBS transaction serviced by the applicable
servicer prior to the time of determination.


 






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“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan replacing a removed Mortgage Loan that must, on the date of substitution:
(i) 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;
(iv) have an original loan-to-value ratio not higher than that of the removed Mortgage Loan and a current loan-to-value ratio (equal
to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher than the current
loan-to-value ratio of the removed Mortgage Loan; (v) have a current debt service coverage ratio equal to or greater than the current
debt service coverage ratio of the removed Mortgage Loan; (vi) comply with all of the representations and warranties relating to
Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vii) have an environmental
assessment relating to the related Mortgaged Property in its Mortgage File that does not, in the good faith reasonable judgment
of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately addressed;
(viii) have an engineering report relating to the related Mortgaged Property in its Mortgage File that does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that have not been adequately
addressed; and (ix) have been the subject of an Opinion of Counsel, delivered to the Trustee and the Certificate Administrator
at the related Seller’s expense, that such Mortgage Loan is a “qualified replacement mortgage” within the meaning
of Section 860G(a)(4) of the Code; provided that no substitute mortgage loan may have a Maturity Date after the date three
(3) years prior to the Rated Final Distribution Date; provided, further, that no substitute mortgage loan shall be
substituted for a removed Mortgage Loan unless a Rating Agency Confirmation has been obtained from each Rating Agency (at the expense
of the related Mortgage Loan Seller); provided, further, that, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan, any such substitution will require the consent of
the Directing 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).


 






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


 


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


 


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


 


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


 


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in any format that is consistent with the policies, procedures
or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought, including, without limitation,
by way of electronic communication, press release (provided such press release has been posted to the 17g-5 Information Provider’s
Website) or any other written communication and need not be directed or addressed to any party to this Agreement) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
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-S, Class X-A, Class X-B, Class B
and Class C Certificates.


 






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


 


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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


“Related Certificates”
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:


 






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        Related
        Certificates
	 	
        Related
        Lower-Tier Regular Interest

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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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


 



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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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, REO Account”.
Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


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


 



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due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with
respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to a Serviced Subordinate Companion
Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable Event”:
As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or,
if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to the related Collection Period and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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“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 300 Four Falls Serviced Pari Passu Companion Loan, (b) the Gulfport Premium Outlets Serviced
Pari Passu Companion Loans and (c) any Serviced Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


“Serviced Companion
Noteholder”: Each of the holders of (a) the 300 Four Falls Serviced Pari Passu Companion Loan, (b) the Gulfport Premium
Outlets Serviced Pari Passu Companion Loans and (c) any Serviced Subordinate Companion Loan related to a Serviced AB Whole
Loan, as applicable.


 


“Serviced Mortgage
Loan”: Each of (a) the 300 Four Falls Mortgage Loan, (b) the Gulfport Premium Outlets Mortgage Loan and (c) any
Serviced Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari Passu
Companion Loan”: Each of the 300 Four Falls Serviced Pari Passu Companion Loan and the Gulfport Premium Outlets Serviced
Pari Passu Companion Loans.


 


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


 


“Serviced Pari Passu
Mortgage Loan”: Each of the 300 Four Falls Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan.


 


“Serviced Pari Passu
Whole Loan”: Each of the 300 Four Falls Whole Loan and the Gulfport Premium Outlets Whole Loan.


 


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


 


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


 






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“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 the 300 Four Falls Whole Loan and the Gulfport Premium Outlets Whole Loan.


 


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


 


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


 


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


 


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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Pari
Passu Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect of
which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property
related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section


 



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3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of
any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property.


 


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


 


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


 


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


 


“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


 



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as of any date of determination in accordance with ARTICLE XI
or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange
Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with
the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG
hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with
Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


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


 


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion Loan,
the occurrence of any of the following events:


 


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


 


(ii)         with
respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
the related Mortgagor has not provided the Master Servicer or the Special Servicer, as of the related Maturity Date, with a 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


 



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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


 



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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


  



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Specially Serviced
Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined
in the Non-Serviced PSA.


 


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


 


“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 X-H, Class E, Class F, Class G and Class H
Certificates; provided, that the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-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:


 


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


 






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(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 (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;


 


(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


 



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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 REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 


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


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such
Mortgage


 



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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;


 


(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.


 






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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 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, Class G or Class H Certificate.


 


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


 






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“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).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C29”.


 


“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


 



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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 MSMCH Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right, SMF III Lender Successor Borrower
Right or KeyBank Seller Defeasance Rights and Obligations is an asset of the Trust Fund.


 


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


 


“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, 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.


 


“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.


 






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“Underwriters”:
Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc. and Academy
Securities, Inc.


 


“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 and Class A-4
	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
	Class X-H	 	Class H


 


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


 


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


 


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


 


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date, the aggregate of the following to the extent not included
in the Unscheduled Principal Distribution Amount for any prior Distribution Date: (a) all Principal Prepayments received on
such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees and Workout Fees payable in respect of the related Mortgage
Loan as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such amount
was transferred into the Collection Account during the related Collection Period, accrued interest on Advances and other additional
expenses of the Trust incurred in connection with the related Mortgage Loan and payable as of the date of receipt of such proceeds)
and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was
previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 






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“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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the
date of determination) and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance 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 Appraisal Reduction
Amounts allocated to such Class). The Voting Rights of any Class of Certificates are required to be allocated among Certificateholders
of such Class in proportion to their respective Percentage Interests. Neither the Class V nor Class R Certificates will
be entitled to any Voting Rights.


 






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“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).


 


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


 


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


 


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


 


“Whole Loan”:
Any of (i) the 300 Four Falls Whole Loan, (ii) the Le Meridien Cambridge MIT Whole Loan, (iii) the Penn Square Mall Whole
Loan, (iv) the Grove City Premium Outlets Whole Loan, (v) the Princeton Pike Corporate Center Whole Loan, and (vi) the Gulfport
Premium Outlets Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c) at a rate equal
to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments, prepayments (provided
that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect or a Material Breach shall
not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding any amount
for which a Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest) received on a Specially
Serviced Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section
3.11(c) of this Agreement; provided, that in no event shall the Workout Fee exceed $1,000,000, in the aggregate with
respect to any particular workout of a Mortgage Loan that is a Specially Serviced Loan; provided, further, that


 



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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 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


 



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Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


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


 


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


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.   (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust,
appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and
interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor’s rights under each Mortgage Loan Purchase
Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof (and are so assigned hereunder);
(iii) the Depositor’s rights under any Intercreditor Agreement and, if


 



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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 May 2016 but have their
first Due Date in June 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 clause (i) of the definition of “Mortgage File” and (B) on or before the date that is 45 days following
the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) hereof with respect to any
item), the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced
Whole Loan as of the Closing Date (which delivery shall be subject to the penultimate paragraph of the definition of “Mortgage
File”), any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Section 2.01(b)
or Section 2.01(c) of this Agreement (other than amounts from reserve accounts (which shall be delivered in accordance with
Section 2.01(f) of this Agreement) and originals of letters of credit, which shall be transferred to the Master Servicer)
for each Mortgage Loan, and to take such other actions and pay such costs with respect to the Mortgage Loans as may be contemplated
to be taken or paid by the applicable Mortgage Loan Seller under Sections 2.01(b) and (c) hereof. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iii), (v), (vi) and/or (ix) of the definition of “Mortgage
File” with evidence of filing or recording thereon, solely because of a delay caused by the public filing or recording office
where such document or instrument has been delivered, or will be delivered within the forty-five (45) day period following the
Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File,
if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing
or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy
of the


 



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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 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


 



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the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to the penultimate paragraph
of the definition of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent
is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iv)
or clause (vi) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such
assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the
form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording or
filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage
File”, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer within ten (10) Business Days
following the Closing Date (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank, National
Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered
holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29”),
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank
to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer
(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating
that such document has been delivered to the issuing bank for reissuance or a copy of an Officer’s Certificate from the Master
Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered
to the Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn
by the Master Servicer on behalf of the Trust.


 


(c)          Except in the case
of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller shall, at its sole cost and expense, cause each Assignment of
Mortgage,


 



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each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and each, individually, an “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable
Mortgage Loan Purchase Agreement to be prepared in proper form for filing or recording, as applicable, and promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and Seller’s actual receipt of the related
documents and the necessary recording and filing information) submit such Assignments for filing or recording, as the case may
be, in the applicable public filing or recording office. On the Closing Date, the applicable Mortgage Loan Seller may deliver one
(1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided
in Section 2.01(b). Each such Assignment submitted for recording shall reflect that it (or a certified copy thereof) should
be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage
Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment
received by the Custodian shall be promptly included in the 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 MSMCH Loans shall
be deemed to have been transferred from MSMCH to the Depositor, the BANA Loans shall be deemed to have been transferred from


 



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BANA
to the Depositor, the SMF III Loans shall be deemd to have been transferred from SMF III to the Depositor, and the KeyBank Loans
shall be deemed to have been transferred from KeyBank to the Depositor, and all Mortgage Loans shall be deemed to have been transferred
from the Depositor to the Trustee on behalf of the Certificateholders.


 


(d)          All documents and
records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans (including,
in each case, financial statements, operating statements and any other information provided by the respective Mortgagor from time
to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between
such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage
Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are
not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for
the servicing of each such Mortgage Loan, together with copies of all documents in each related Mortgage File (to the extent not
already delivered or made available to the Master Servicer) shall be delivered by the Depositor or the applicable Mortgage Loan
Seller to the Master Servicer within five (5) 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


 



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of the Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall
provide any such required notice or make any such required request to the related franchisor (with a copy of such notice or request
to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter).


 


(h)          Each Mortgage Loan
Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall deliver or
cause to be delivered the Diligence File for each of its Mortgage Loans to the Depositor by uploading such Diligence File to the
IntraLinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after
the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via e-mail to 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)
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,


 



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the Certificate
Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) a certification (the “Initial Certification”
and the “Final Certification”, respectively, in the respective forms set forth as Exhibit Q-1 and Exhibit
Q-2 hereto), that, except as specifically identified in any exception report annexed to such writing (the applicable “Custodial
Exception Report”), (i) with respect to the Initial Certification, (A) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” are in its possession,
(B) the documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”, and (ii) with respect to the Final Certification, (A) subject to the final
proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i),
(ii), (iv), (v), (vi), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to this
Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage File” to
the extent known by a Responsible Officer of the Custodian (on 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


 



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address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File, and (iv) each Mortgage Note has been endorsed as provided
in clause (i) of the definition of “Mortgage File”.


 


(d)          Notwithstanding anything
contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in any of the
documents specified in clauses (ii) through (vi) and (ix) in the definition of “Mortgage
File”, which Material Defect results solely from a delay in the return of the related documents from the applicable filing
or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage Loan Seller with
respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer 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


 



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Collection Account to be applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall
be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection
Account shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such
funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement
from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)          It is herein acknowledged
that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified
in clauses (iii), (x), (xi), (xii), (xiv), (xv) and (xvii) of the definition
of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person
or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage
Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain
the perfection of a security interest or appropriate for the represented purpose or that they are other than what they purport
to be on their face and, with respect to the documents specified in clause (viii) of the definition of the “Mortgage
File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are
included in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date of
the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent
actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File
indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance
with this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the
extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice
that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).
The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such
other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or
recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally
filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(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


 



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(4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a
form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not
been returned by the recorder’s office or filing office).


 


(g)          If the Master Servicer
or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a Mortgage Loan
Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1
Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii) receives
any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1
Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by another party
hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal
or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller
(other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days
from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request
Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to
comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no
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.


 






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In the event that the Depositor,
the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if
relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 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.


 



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The parties
hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage
Loan remains unremedied as of the earlier of (i) the date that is one hundred eighty (180) days following the delivery of notice
of such absence to the Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the Closing Date, and (ii)
the date (if any) on which such Mortgage Loan becomes a Specially Serviced Loan. The Custodian 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


 



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 governmental agency or body required for the execution,
delivery and performance by the Depositor of this Agreement;


 


(iv)         There is
no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or
by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage
Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          The Depositor
is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage Loans
have been validly transferred to the Trust.


 


(b)         
After receipt of a Repurchase Request, the Special Servicer shall request in writing that the applicable Mortgage Loan Seller
cure the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period or
repurchase the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The
Mortgage Loan Seller is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect
other than a 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


 



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the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days
commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the
“Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan or successor REO Loan or substitute a Qualified Substitute Mortgage Loan) and provided, further, that with
respect to such Extended Cure Period the applicable Mortgage Loan Seller is required to deliver a copy of an
officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such
officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating
Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being
cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period; provided, further, that, if any such Material Defect is not cured after the Initial
Cure Period and any such Extended Cure Period solely due to the failure of the applicable Mortgage Loan Seller to have
received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the
Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator every thirty (30) days thereafter that
the Material Defect is still in effect solely because of its failure to have received the recorded document and that the
Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken). If the
affected Mortgage Loan is to be repurchased, funds in the amount of the Purchase Price remitted by the applicable
Mortgage Loan Seller, together with the portion of the Asset Representations Reviewer Asset Review Fees attributable to the
Asset Review with respect to such Mortgage Loan, shall be remitted by such Mortgage Loan Seller by wire transfer to the
Master Servicer for deposit into the Collection Account. In the event the Special Servicer is required to enforce the
Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of
request by the Special Servicer, the Master Servicer shall deliver a copy of the Servicing File with respect to any such
Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller, in
connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, agrees to a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be remitted by wire transfer to the 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 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


 



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Servicer to permit
the Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage
Loan were subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable
to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer
attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall
serve as the sole remedy available to the Certificateholders and the Trust regarding the related Material Defect in lieu of any
obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage
Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that (i) prior to
any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the
Special Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth
in 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


 



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home, assisted living facility, self-storage facility, theater or fitness center (operated
by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not
be a Material Defect.


 


Pursuant to each Mortgage Loan
Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan, the
related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may
be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


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


 



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Non-Serviced
PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s
title insurance policy, as provided in clause (viii) of the definition of Mortgage File herein, in lieu of the delivery
of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage
File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding
the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement
and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section
2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document,
and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim
of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or
this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01
hereof. This Section 2.03(c) 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,
(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


 



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Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the Master Servicer
or the Special Servicer, with respect to any Material Defect.


 


(f)           The 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.


 



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(h)         If (i) any Crossed Underlying
Loan is required to be repurchased or substituted for in the manner described in this Section 2.03 and (ii) the applicable
Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan
Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material Defect as
to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related
Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan
Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase
Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying
Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected
Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed
Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing
the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage
Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided
in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall remain in full force
and effect without any modification thereof.


 


(i)           Notwithstanding the foregoing,
if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor may cause
the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section
2.03, pursuant to the partial release provisions of the related Mortgage; provided, 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


 



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securing the Crossed Underlying Loans held by such party, then both parties have agreed in the
related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing
and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement
to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)          (i) In the event an Initial
Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan be repurchased by the
applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth
the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward
that Certificateholder Repurchase Request to the Special Servicer and such party shall promptly forward the Certificateholder Repurchase
Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(l), the 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 Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related to a Material
Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided
by law.


 


(l)           (i) After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by
an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial
Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator (which shall be delivered via electronic
mail to 


 



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


 



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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 Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations.
No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may
provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation
or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         If, following
the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice
to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under
this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect to
the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)          If a Requesting
Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder
shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration.
If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such
Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the Voting
Rights among such


 



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Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration.
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights
of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall
have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated
that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect
shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided,
that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Certificateholder
or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to
such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed
Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing
Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights
against the related Mortgage Loan Seller.


 


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


 


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


 


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


 


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


 


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


 


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


 



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(ii)          The mediator
shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 


(iii)         Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias
or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         The parties
shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days
of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)          The expenses
of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and
the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)         Out of
pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration)
shall be reimbursable as a Servicing Advance.


 


(n)          If the Enforcing Party
selects third-party arbitration, the following provisions will apply:


 


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


 


(ii)          The arbitrator
shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial
litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be
appointed from a list of neutrals maintained by the Arbitration 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.


 



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(iii)         Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         After consulting
with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator shall
devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting
the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine
any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury
matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and will do
so by reasoned decision on the motion of any party to the arbitration.


 


(v)          Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)         The arbitrator
shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing
submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement
and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.
Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate.
In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator,
cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees
to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final 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.


 



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(o)          The following provisions
will apply to both mediation and third-party arbitration:


 


(i)         
 Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)
        If the dispute involves a matter that cannot effectively be
remedied by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be
resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the
pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration
panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if
the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New
York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         The details
and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section
2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’
attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including
impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03).
Such information will be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s
attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution
procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party
to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory
body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall
provide the other party with a reasonable opportunity to object to the production of its confidential information.


 


(iv)         In the
event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be,
shall contain an acknowledgment that the Enforcing Servicer on behalf of the Trust shall be a party to any arbitration or mediation
proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that
the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation Termination
Event has not occurred and is continuing and subject to the time periods for such consultation set forth in this Agreement) and
in accordance with the Servicing Standard; provided, further, that Material Dispute Resolution Actions of the Enforcing
Servicer in representing the Trust in such arbitration or mediation shall be subject to the consent of the Directing Certificateholder
(provided that no Control Termination Event has occurred and is


 



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continuing and subject to the provisions relating to Major
Decisions in Section 6.08). The Directing Certificateholder’s consent shall be deemed given (unless earlier consented
to or objected to) within ten (10) Business Days of the Directing Certificateholder’s receipt of the Enforcing Servicer’s
recommendation; provided, that if the Directing Certificateholder objects within such ten (10) Business Day period and the
Directing Certificateholder and the Enforcing Servicer cannot agree within fifteen (15) Business Days of the Directing Certificateholder’s
receipt of the initial recommendation, the Enforcing Servicer shall take such action as directed by the Directing Certificateholder
(or, if such direction is not in accordance with the Servicing Standard, the Enforcing Servicer may take such action as provided
in its most recently submitted recommendation). All amounts recovered by the Enforcing Party shall be paid to the Trust, or the
Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the
case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant
to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer
acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)          In the event
a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses allocated
to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation
proceedings.


 


(vi)         The Trust
(or the Trustee or the Enforcing Party, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to
redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration.
Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and
the dispute resolution identified in connection with such procedures; provided, that the Certificateholders shall be permitted
to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


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


 


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


 


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


 



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Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02,
the delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan
Purchase Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the
Grantor Trust. Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess
Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i)
acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee
acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately
thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, and the
Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in
authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R
Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class V Certificates in exchange for the related assets of the Grantor Trust and has
caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the
Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


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


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans
and the REO Properties (other than any REO Property related to
a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the
case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests),
as a collective whole, taking into account the subordinate or pari passu nature of such


 



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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 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


 



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Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any
Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase
any Mortgage Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the case may be, or any of its
Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates,
to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any
of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and the Special
Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision 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. 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


 



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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 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


 



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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.


 


(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


 






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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, (x) the applicable Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of
credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for
the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit
and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold
interest on Annex A-1 to the Prospectus, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special
Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to
be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant
to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests
of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs
and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the


 



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amount of costs and expenses, and such Mortgage
Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.
The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer
nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under
the related Mortgage Loan Purchase Agreement.


 


(g)          Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect to any
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


 



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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 related Serviced Pari Passu Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Pari Passu
Mortgage Loan ceases to be part of the Trust Fund; provided, that if, in the case of any Serviced Pari Passu
Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a
separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer
shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within
three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary,
or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day.
With respect to Servicing Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the
Mortgage Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances
in the same manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer
hereunder.


 


(k)          Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)           The parties hereto acknowledge
that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced Intercreditor Agreement
and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced Mortgage
Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer in accordance
with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan is no longer part of
the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included in the Trust
Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue
to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed to
by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation
has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or
withdrawal of the then current ratings of any Class of Certificates then outstanding.


 



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(m)          Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Pari Passu Mortgage
Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)           For the avoidance of doubt,
none of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee have any obligation or authority
to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator
or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation of the Master
Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit of the
Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information
and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


Section
3.02    Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special
Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and
shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing
Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the
related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the
Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any
payment of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until
the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has
been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may
take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the
Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty
Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to
service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan
or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its
discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one
additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional
expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion
Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the
Servicing Standard, only after the Master


 



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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, as a recovery of accrued and unpaid interest on such
Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 






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


 


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause
fifth on earlier dates);


 


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


 


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


 


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


 


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


 


tenth, as
a recovery of any assumption fees, 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);


 


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


 



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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, as a recovery of accrued and unpaid interest on such
Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest
on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of subsection
(b)(i) above on earlier dates);


 


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


 


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause
fifth or clause fifth of subsection (b)(i) above on earlier dates);


 



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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, 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


 



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related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest prior to the Determination
Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify the Trustee and Certificate
Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions of Section
3.02(a).


 


(e)         
With respect to any Mortgage
Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain
performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to the extent consistent
with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply such
items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required to do so pursuant
to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)        
 Promptly following the
Closing Date, in the case of any Non-Serviced Whole Loan, and promptly following the Certificate Administrator’s receipt
of notice of the Grove City Premium Outlets 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
3.03Collection 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


 



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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.


 


(b)          The Special Servicer,
in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case
of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar
items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof.
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall
use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances
prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which
shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring,
maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced
Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans,
and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that it is responsible
for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to


 



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comply with
its obligation to make payments in respect of such items at the time they first become due and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)          In accordance with the
Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced Whole Loan, as applicable,
the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes,
assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO
Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a
timely basis, and provided, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance
and provided, further, however, that with respect to the payment of taxes and assessments, the Master Servicer
shall not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been
paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.
The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile
or electronic) notice before the date on which the Master Servicer is requested to make any Servicing Advance with respect to a
given Specially Serviced Loan or REO Property; provided, 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


 



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Servicing Advance, and accordingly, the Master Servicer shall be entitled
to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the
same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the Master
Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although
not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this Agreement.


 


Any request by the Special Servicer
that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on
such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the first
Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer
if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced
Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,
but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer
in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the Special
Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable
Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred by the
Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents
on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s
calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans,
any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion
Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including
any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing
Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required
hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer
shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The
Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.


 



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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-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


 



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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 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);


 



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(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


 


(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)


 



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Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with
this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant
to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check
to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located
at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give notice to the Trustee, the Special Servicer,
the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)          The Certificate Administrator,
on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest Reserve Account
and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than Holders of the Class V Certificates
and the Trustee as Holder of the Lower-Tier Regular Interests), (ii) the Upper-Tier REMIC Distribution Account for the benefit
of the Certificateholders (other than the Holders of the Class V Certificates), and (iii) the Excess Interest Distribution Account
for the benefit of the Holders of the Class V Certificates. The Master Servicer shall deliver to the Certificate Administrator
each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion
of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date and (y) in the
Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account
after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells
Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve
Account and the Excess Interest Distribution Account shall remain uninvested.


 


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit
of the related Companion Holder and shall, within two (2) Business Days following receipt of properly identified funds (to the
extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account any and all amounts
received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement
to be deposited therein; provided, that the Companion Paying Agent shall separately track for each Serviced Companion Loan
all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent
each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate amount
of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available
funds, equal to the amount to be distributed to the related Companion Holder pursuant


 



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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.


 


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


 



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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.


 


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-C29, Commercial
Mortgage Pass-Through Certificates, Series 2016-C29 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-C29, Commercial Mortgage Pass-Through
Certificates, Series 2016-C29 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


 



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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.


 


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


 


(c)           Prior to any Determination
Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon notification from
the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on behalf of the Certificateholders,
shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the
benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall be established and maintained
as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the Master Servicer
shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess
Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)          Following the distribution
of Excess Interest to Holders of the Class V Certificates on the first Distribution Date after which there are no longer any Mortgage
Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess
Interest Distribution Account.


 



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(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.


 


(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


 



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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 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


 



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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 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being
limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms
of the related Intercreditor Agreement 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, 


 



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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
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


 



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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 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;


 



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(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 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;


 



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(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 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;


 






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(xx)           to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxi)          to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable Non-Serviced Paying Agent
or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the
applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account.


 


The Master Servicer
shall use commercially reasonable efforts to remit to 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


 



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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 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


 



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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).


 


(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


 



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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 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


 



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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 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


 



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mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


 


(ii)          demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


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


 






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(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 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


 



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has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided
in the third-to-last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced
Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, with the consent of the Directing Certificateholder) that such insurance is not available
at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master
Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage 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


 



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Serviced Companion Loan so permit. Any cost incurred by
the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
available at commercially reasonable rates.


 


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


 



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not be in default of its obligations as a result of such failure and the Master Servicer will
not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          (i) If the Master
Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


(ii)          If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium 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


 



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otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


(c)          Each of the Master
Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a Qualified Insurer
covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of
the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount of coverage shall
be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master
Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds,
if any, and/or their respective errors and omissions Insurance Policies, as the case may be, 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


 



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hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan or prior to the occurrence and
continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance with the Servicing
Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)          Notwithstanding the
foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer (or
its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3”
by Moody’s, “A(low)” by DBRS (if rated by DBRS) and “A-” by Fitch (if rated by Fitch), the Master
Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance
with respect to any of its obligation under this Section 3.07.


 


(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 Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


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


 


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


 


then, for so long as such
Mortgage Loan (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


 



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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, 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.


 






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If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied,
then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the 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.


 


(b)          As to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature
of a “due-on-encumbrance” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such
Mortgage Loan (and any related Serviced Companion Loan, if applicable) is being serviced under this Agreement, the Master Servicer
(with respect to any Mortgage Loan that is not a Specially Serviced Loan or 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


 



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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 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,


 



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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 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


 



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Website in accordance with Section 3.13(c)) and, with respect to a Whole Loan,
the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)          Pursuant to each Mortgage
Loan Purchase Agreement, if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32 in
Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated with securing the
consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an
amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust
fund expense (and, if applicable, to pay the amount of any fees and expenses of the Asset Representations Reviewer related to the
Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).


 


(f)          Notwithstanding any
other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special Servicer may not waive its
rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially
Serviced Loan or relating to any Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or
(i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to
any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant
to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along
with the Master Servicer’s or Special Servicer’s recommendation and analysis with respect to such proposed waiver or
proposed granting of consent and any additional information the Directing Certificateholder may reasonably request from the Special
Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which
to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from
the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver or consent).


 


(g)          Notwithstanding the
foregoing provisions of this Section 3.08, if the Master Servicer or Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
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).


 






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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 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


 






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(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event (and such Opinion of Counsel may be premised on the designation hereby of any such
personal property as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations Section
1.860G-2(h)) with the owner of such personal property for federal income tax purposes to be designated at such time).


 


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


 


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


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


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


 



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the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts
on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment
so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after
such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and
conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering
any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          If (i) the environmental
testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i)
and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Loan and, in the case of a Serviced Pari Passu Mortgage Loan, any related Serviced Companion Loan,
and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special
Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire
title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination
Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation of a Serviced AB Control
Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with respect
to any Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such
Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal
balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer
and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any Excluded
Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases for such
intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so
release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in
addition to the 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


 



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paid by the related Mortgagor, such fee is to
be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such
fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


(h)          The Special Servicer
shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of
a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property (other
than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (other than with
respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination
Date.


 


Section 3.10     Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files.   (a) Upon the payment in full of any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer, as the
case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice


 



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and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect
that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so
deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master
Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall
release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the
case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be
released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          From time to time
as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and any related
Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing
Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer
or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian,
or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion
Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to
be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section
3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall 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.


 






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(d)          If, from time to time,
pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA, and as appropriate
for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery to it of
the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of such original
Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     Servicing
Compensation.   (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to
receive the Servicing Fee with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan) (including
Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related
Non-Serviced PSA). As to each such Mortgage Loan, Serviced Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Serviced
Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Serviced
Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Mortgage Loan or Serviced Companion Loan or deemed to be due on such
REO Loan is computed. The Servicing Fee with respect to any such Mortgage Loan, Serviced Companion Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of
a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each such Mortgage
Loan, Serviced Companion Loan and REO Revenues allocable as interest on each such REO Loan, and as otherwise provided by Section
3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any such Mortgage Loan, Serviced
Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in the
following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section
7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer
of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof
or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced Pari Passu Companion
Loan, the Servicing Fee shall be payable to 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


 



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transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall
have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit TT-2
attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset
Representations Reviewer or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee
Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master
Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such
Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right
by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess
Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the
Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar,
the Operating Advisor, the Asset Representations Reviewer and the Special Servicer against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities
laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such
information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities
laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From
time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect
to the related Mortgage Loan, Serviced Companion Loan or any successor REO Loan with respect thereto to which the Excess Servicing
Fee Right relates, shall pay, out of the Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced
Companion Loan or any successor REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing
Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance
with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right
shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Custodian, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor,
the Special Servicer or the Trustee shall have 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


 



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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 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 Sevicer 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


 



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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.


 


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).


 


Notwithstanding anything
to the contrary, the Master 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.


 


(b)          As compensation for
its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially
Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged Property).
As to each Specially Serviced Loan and REO Loan, the Special


 



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Servicing Fee shall accrue from time to time at the Special Servicing
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan, as the
case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,
and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due
on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan.
The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Special Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall not be
entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          Additional servicing
compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or amendments
of any Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items, 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 and consent fees pursuant to
Section 3.08 or Section 3.18 and 50% of all waiver, consent and earnout fees received with respect to all Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement),
and, in all cases, for which the Special Servicer’s 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 deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund
in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date). In addition, the Special Servicer shall be entitled to retain as additional servicing compensation
(other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid
by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout
Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan;
provided, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, 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


 



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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 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,


 



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


 



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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 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.


 


Section 3.12     Inspections;
Collection of Financial Statements.   (a) The Master Servicer shall perform (at its own expense), or shall
cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-


 



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Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more
at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each
case, commencing in the calendar year 2017; provided, that if a physical inspection has been performed by the Special Servicer
in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since
such physical inspection, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection;
provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage
Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after
such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially
Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding
sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from
Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii),
provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
Agreement with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, in
each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall
prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged
Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property
that the preparer of such report has knowledge of and the Master Servicer or Special Servicer, as applicable, deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, and that the Master Servicer or Special Servicer, as applicable,
deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report
has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special
Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format)
of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing
Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such
reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a
copy (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).


 






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(b)          The Special Servicer,
in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan, shall use
efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor quarterly and annual
operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual
financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related
Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and
each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each
Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating
statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms
of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets
and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer and the Special Servicer, as applicable, shall deliver copies of all the foregoing items so collected to
the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case
within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each
year commencing 2017. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master
Servicer or the Special Servicer, as applicable, shall deliver electronic copies of such items to the Certificate Administrator
to be posted on the Certificate Administrator’s Website. The Master Servicer or Special Servicer, as applicable, shall deliver
copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the Master Servicer
(with respect to 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 September 30,
2016, 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


 



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deliver or make available
copies (in electronic format) of each CREFC® Operating Statement Analysis Report and the related operating statements
(in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator,
the Directing Certificateholder, the related Companion Holder (with respect to any Serviced Companion Loan), the Special Servicer,
and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website.


 


(ii)          Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form of
normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to each Non-Specially Serviced Loans) or Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) of each CREFC® NOI Adjustment Worksheet and the related operating statements or rent rolls (in each case, promptly
following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan), the Special Servicer, and the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


 


(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.


 






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(d)          Not later than 5:00 p.m.
(New York City time) on each P&I Advance Date beginning June 2016, the Master Servicer shall prepare (if and to the extent
necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following reports and
data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the
time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File
(only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
P&I Advance Date beginning June 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 June 2016, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File.
In no event shall any report described in this subsection be required to reflect information that has not been collected by or
delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business
on the Business Day prior to the Business Day on which the report is due.


 


(e)          The Special Servicer
shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator the reports
and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Certificate
Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant
to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator
pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such
reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate 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


 



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3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer
or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer,
as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information
or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in
its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          Unless otherwise specifically
stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under
any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation
by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report
or information in a commonly used electronic format or (z) making such statement, report or information available on the Master
Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s Website,
unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13     Access
to Certain Information.   (a) Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by 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


 



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in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business
hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided
by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix
to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition
access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X,
or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage
Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or
would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the
failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant
to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such
disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest
of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any Serviced
Subordinate Companion Loan, the holder of such Serviced Subordinate Companion Loan) that has delivered an Investor Certification
to the Master Servicer 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


 



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such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such Serviced Subordinate Companion Loan, as
applicable, may have under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)          The Certificate Administrator
shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase
Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general public) via the
Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered
to the Certificate Administrator in electronic format:


 


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


 


(A)          the Prospectus
and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


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


 


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


 


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


 


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


 


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


 


(A)          any reports
on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR
system;


 


(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;


 






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(B)          the CREFC®
Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC®
Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and


 


(C)          all Operating
Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)          summaries
of Final Asset Status Reports or, prior to a Serviced AB Control Appraisal Period, summaries of Asset Status Reports approved by
the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section
3.19(d);


 


(B)          all property
inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and


 


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


 


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


 


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


 


(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;


 






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(G)          any notice
of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any notice
of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


(J)          any notice
of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)          any notice
of termination pursuant to Section 9.01;


 


(L)          any notice
of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of
appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)          any notice
of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


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


 


(O)          any notice
that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)          any notice
of the occurrence of an Operating Advisor Termination Event;


 


(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;


 






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(U)          any Proposed
Course of Action Notice;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


 


(vii)          solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b).


 


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


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any Person that is a Borrower
Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the
general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate
Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer,
in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and Exhibit P-1B and
upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


 


In the case of the
Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon
delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing
Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate
Administrator’s Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit P-1B
hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not an
Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D hereto from the
Directing


 



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Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1D that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1E to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a
later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1D from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be
liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling
Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer,
the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted
on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance
with Section 3.33.


 






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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.


 


(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-C29” 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);


 






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(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;


 


(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


 



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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 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-C29” 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


 



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by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.13(c). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


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


 


The 17g-5 Information
Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under
this Agreement that such information, report, notice or document was received and that it has been posted. Except as provided in
Section 3.13(e), the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of notification from the 17g-5
Information Provider that such information, report or other document has been posted to the 17g-5 Information Provider’s
Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the date the Master Servicer or the Special
Servicer, as applicable, has provided such information, report, notice or other document to the 17g-5 Information Provider (other
than in accordance with Section 3.13(e)). The 17g-5 Information Provider shall notify each Person that has signed-up for
access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an
additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice
to such Person’s email address provided by and used by such Person for 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-C29” and an
identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


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


 



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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 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


 



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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 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


 



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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 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).


 






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(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 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


 



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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.


 


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.


 






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(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;


 


(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


 






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(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 (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


 



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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 first or highest offer from a Person other than an Interested Person constitutes a fair price
for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the first or highest offeror is an Interested Person (provided that the Trustee or its Affiliates may not be
an offerors), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person
(i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least
equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer
received and (y) at least 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


 



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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 first or highest offer if the Special Servicer determines (with respect to
any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as
a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
and, with respect to a Whole Loan with a Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or
an Affiliate if it determines, in its reasonable and good faith judgment (but in all cases in accordance with the Servicing Standard),
that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a
Serviced Whole Loan or an REO Property related to a Serviced 


 



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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 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


 



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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 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


 



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factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any
cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is
an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan
together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent
of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder
of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered
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


 



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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.


 


(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.


 






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(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 or the Trustee to defer the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer or the Trustee shall further
be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such Collection Period before
making its determination of whether to defer the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to defer such reimbursement
or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount
of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for


 



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such
Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information
Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the Master
Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such a notice
could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause
(i) above, or (iii) in the case of the Master Servicer, it has not timely received from the Trustee information required by
the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described
in clause (i), (ii) or (iii) of the foregoing sentence apply, the Master Servicer or Trustee, as applicable,
shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable.
Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding sentence shall in no way
affect the Master Servicer’s or the Trustee’s election whether to 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 or the Trustee, as applicable, determines, in
its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then the
Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from
principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement
for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual
of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable
Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable
Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part
of the Master Servicer or the Trustee, as applicable, or a right of the


 



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Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the
Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such
an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement. Neither
the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making an election,
that is authorized under this Section 3.17(c).


 


No determination by the
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c).


 


(d)          With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used,
if permitted under the loan documents, to defease the loan, or may be used 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


 



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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 Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of
the related Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer, as
applicable, with respect to, or to consent to, a modification, waiver, 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 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


 



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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 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


 



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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 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


 



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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 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


 



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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 shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred,
if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver
or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified,
waived or amended and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized
and executed) which it is responsible for processing pursuant to this Section 3.18, the Master Servicer shall provide written
notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the
Special Servicer shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded
Loan, forward such notice to the Directing Certificateholder), the applicable Companion Holder (unless, with respect to a holder
of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period has occurred, if applicable) and the related Mortgage
Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of


 



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such Mortgage Loan or the Directing
Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or
amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class V or Class R Certificates). With respect to the processing of any modification, waiver or consent related
to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (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 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


 



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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 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


 



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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 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


 



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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,
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.


 


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.


 


(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


 



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such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its
Due Date in accordance with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of
the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)           Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any 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 Special Servicer and 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 lntercreditor 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


 



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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 “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 lntercreditor Agreement. The foregoing is intended to be an itemization of actions the
Master Servicer may take without having to obtain the approval of any other party and is not intended to limit the responsibilities
of the Master Servicer hereunder.


 


Section
3.19     Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset
Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable,
shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the


 



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Operating Advisor and ((i)
prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to
the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to
the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all
information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each
related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of
Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing
Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer
and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer
has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master
Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence
of a Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a
copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the
Special Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation
Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the
notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer,
and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately
give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless, with respect
to a Serviced Subordinate Companion 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


 



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the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)          No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the Master Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded
Loan or (B) any Serviced AB Whole Loan prior to the occurrence of a Serviced AB Control Appraisal Period, and in any event prior
to the occurrence of a Consultation Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan,
only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and,
with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced
Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset Status 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;


 






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(iii)         the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)         (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)        the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


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


 


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


 



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Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative
determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report
as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Trustee,
the Certificate Administrator, the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and,
in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination Event and during a Serviced
AB Control Appraisal Period with respect to the related Serviced Subordinate Companion Loan), the Operating Advisor (but only after
the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect to
any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special
Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole; provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following
the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status
Report, if consistent with the Servicing Standard; provided, that such Asset Status Report does not, and is not intended
to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such
report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an
Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or 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


 



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expand the scope
of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and a Serviced AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor
shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not
an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders
and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of such Companion Loan)), 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), 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.


 






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Notwithstanding the foregoing,
prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)          (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate
with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such
notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)           Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final
Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance
of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling Holder), to
the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and
continuance of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate 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


 



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be deemed to be the final summary
of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines
that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in
any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for
which the related holder of a Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related Serviced Subordinate Companion Loan
in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed
approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)          No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) The Master Servicer and, 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


 



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other Persons as is provided in such Sub-Servicing
Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the
Trust except through the Master Servicer or Special Servicer, as the case may be, if and only to the extent provided pursuant
to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan or make any other servicing decision
unless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage
Loan or make such servicing decision; (vii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if
such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing
Agreement is entered into, is not a Prohibited Party; and (viii) provides that the Sub-Servicer shall be in default under the
related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable
Grace Period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered
to the Master Servicer, the Certificate Administrator or the Depositor under ARTICLE XI or under the Sub-Servicing Agreement
or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform
in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining
or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under ARTICLE
XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the Depositor is
a party to. The Trustee or any successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor
master servicer or special servicer, as applicable, be assigned and,  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


 



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Sub-Servicer were
the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all)
pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer,
as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and
the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,
except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be
required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of ARTICLE XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer 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


 



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paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


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


 


(g)          Except
as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person
becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate such
Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary
provision in this Agreement, the Trustee and any successor master servicer shall assume each Initial Sub-Servicing Agreement
and (i) the Initial Sub-Servicer’s rights and obligations under the Initial Sub-Servicing Agreement shall expressly
survive a termination of the Master Servicer’s servicing rights under this Agreement; provided that the
Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions prior to the  termination of the
Master Servicer; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement (including the termination provisons thereof) without further action upon becoming the successor
master servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations or limit the
rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written
consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including 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


 



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in the month preceding the month in which P&I
Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect
thereof (all amounts so deposited pursuant to clause (ii) and in any consecutive February and January pursuant to clause
(i), “Withheld Amounts”).


 


(b)          On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with Master Servicer and
Special Servicer. Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as
applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without
charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) ((i) prior to
the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating
Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and
Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by
virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the
Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any
Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is
appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class
Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


(b)          Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the


 



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Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority
of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof)
becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)          In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable, the
Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder as the case may be.


 


(e)          Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses (or Certificate Owners
of the Controlling Class, if applicable, at the expense of the requesting party). In addition to the foregoing, within five (5)
Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class
Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special
Servicer. Notwithstanding the foregoing, RREF III Debt


 



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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.


 


(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.


 






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


 


(l)            At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class G Certificates and the Class G Certificates
are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any of the
Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate
Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the Special Servicer
and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Termination
Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition
of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such Control Termination
Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any
unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the
rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class G 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
G 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.


 



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


 


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


 


In the event of any transfer
of a Class G 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


 



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Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything
contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a
Serviced Whole Loan, or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of
the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender
or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this
Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the
Special Servicer further acknowledges and agrees that any Serviced AB Whole Loan Controlling Holder will have the right to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and
in the related Intercreditor Agreement.


 


(b)           Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as 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


 



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 of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)           With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)            Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and
reports, such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of
any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions
recommended by such related Companion Holder; provided that after the expiration of a period of ten (10) Business Days from
the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies
of the notice, information 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)


 



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Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related
Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended
by the related Companion Holder.


 


(f)            In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)           With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


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


 


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


 



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Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency
Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as
if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case
may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination
(made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would
still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer,
such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer
or special servicer has been appointed and currently serves as a master servicer or special servicer on a transaction-level basis
on a transaction currently rated by Moody’s that currently has securities outstanding (as certified in writing by the applicable
replacement) and Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a commercial mortgage-backed securitization transaction
serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding
Rating Agency or (iii) as certified in writing by the applicable replacement master servicer or special servicer, DBRS has not
cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or a material factor in
any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable
replacement master servicer or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the Master
Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5


 



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Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(b)           Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)           For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26      The Operating Advisor.
(a)  The Operating Advisor shall promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any
Specially Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the
Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)           The
Operating Advisor and its Affiliates will be obligated to keep confidential any “Privileged Information” received from
the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its
rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report),
subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject
to the terms and conditions in 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 Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Trustee, the Master Servicer,
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


 



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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. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance
in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of a Serviced AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation,
Section 3.26(c) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the
Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or
liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement
(other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating
Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual
Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider
(which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)); provided, 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.


 



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


 


(d)           Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related Serviced AB Control Appraisal Period), the Special Servicer will
forward any Appraisal Reduction Amount 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 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 (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 (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


 



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calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations to the Operating Advisor. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period,
the Operating Advisor shall promptly notify the Certificate Administrator and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to
apply and shall provide such parties prompt written notice of its determination.


 


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


 


(f)            After
the occurrence and during the continuance of a Control Termination Event, within sixty (60) days after the end of each calendar
year during which any Mortgage Loan was a Specially Serviced Loan or any Mortgaged Property was an REO Property, the Operating
Advisor shall meet with representatives of the Special Servicer (if it was acting as Special Servicer as of December 31 in the
prior calendar year and has continued in such capacity through the date of such meeting) to perform a review of the Special Servicer’s
operational practices in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s
stated policies and procedures, operational controls and protocols, risk management systems, intellectual resources, the Special
Servicer’s reasoning for believing it is in compliance with the terms of this Agreement and other pertinent information the
Operating Advisor may reasonably consider relevant, in each case, insofar as such information relates to the resolution or liquidation
of Specially Serviced Loans and REO Properties.


 


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


 



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(g)            The
Operating Advisor and its Affiliates shall keep all “Privileged Information” confidential and shall not disclose such
Privileged Information to any Person (including Certificateholders other than the Directing Certificateholder), other than (1)
to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating that such information
is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged
Information from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose
such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless a Control Termination
Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and
other than any Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any 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 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 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


 



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collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall
the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing,
the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with respect to: (i)
any Non-Serviced Whole Loan or any related REO Property or (ii) any Serviced AB Mortgage Loan, prior to the occurrence and continuance
of both a Serviced AB Control Appraisal Period and a Control Termination Event; provided, further, that the Operating
Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(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 Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to
which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 


(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 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,


 



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change, reduce, or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to
it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination. The
Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required
to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder and the Certificateholders.


 


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


 


(m)           Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)           The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and
obligations. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice
of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment of a successor
operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all reasonable costs and expenses
(including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties
pursuant to this Section 3.26.


 



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


 


(p)           In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


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


 


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


 



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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 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


 



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Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)            This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28      Companion
Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect
to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the
Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent
shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and
redirect such payment.


 


The Companion Paying Agent shall
promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder upon written
request and any such Person may, without further investigation, conclusively rely upon such information. The Companion Paying Agent
shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of doubt, any
notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder with respect
to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling
and Servicing Agreement.


 


Section
3.29      Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari
Passu Companion Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced
Certificate Administrator, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall
be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Certificate Administrator, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as
the case may be.


 


(b)            If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)            In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of


 



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the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)           [RESERVED].


 


(e)           In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(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 (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.


 


(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.


 



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(j)             If
an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with
respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from,
or otherwise charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan and such
holder shall not suffer any adverse consequences as a result of the payment of such expense.


 


Section 3.30      [RESERVED].


 


Section 3.31      [RESERVED].


 


Section 3.32      Litigation Control.


 


(a)            With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced 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 named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the
Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within
ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation.


 


(b)            To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer regarding such Trust-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related
to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the
extent set forth in Section 3.32(e); and provided, further, that if there are claims against the Master Servicer
and the Master Servicer has


 



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not determined that separate counsel is required for such claims, such counsel shall be reasonably
acceptable to the Master Servicer.


 


(c)            The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until (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 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 against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.


 



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(f)            Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to
liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


 


(g)           Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation)
(and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively)
and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case
that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master
Servicer, (B) the cost of such settlement or any resulting judgment is 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 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


 



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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 information appropriately labeled and
delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver
any Excluded Information in accordance with this Section 3.33 until such party has received written notice with respect
to the related Excluded Controlling Class Loan in the form of Exhibit P-1D to this Agreement. Nothing set forth in this
Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party
with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance


 



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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 X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-E Certificates,
the Class X-F Certificates, the Class X-G Certificates and the Class X-H Certificates, pro rata (based upon their respective
entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)            second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates
and the Class A-4 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first,
to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate
Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date;
(2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the Holders of
the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of
the Class A-3 Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount
up to the


 



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Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-4 Certificates have been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in
an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class
A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata (based on their respective Certificate Balances)
in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the
Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates is reduced to zero;


 


(iii)           third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates
and the Class A-4 Certificates, first, up to an amount equal to, and pro rata based upon, the unreimbursed
Realized Losses previously allocated to each such Class, and second, up to an amount equal to, and pro rata based
upon, interest on such unreimbursed Realized Losses at the Pass-Through Rate for each such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


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


 


(v)            fifth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates have been reduced
to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2,
Class A-SB, Class A-3 and Class A-4 Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
A-S Certificates has been reduced to zero;


 


(vi)           sixth,
to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(viii)        eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion


 



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thereof remaining
after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class B Certificates has been reduced to zero;


 


(ix)           ninth,
to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xi)           eleventh,
after the Certificate Balances of the Class A and Class B Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A and Class B Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)          twelfth,
to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for 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;


 



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


 


(xvii)       seventeenth,
after the Certificate Balances of the Class A, Class B, Class C, and Class D Certificates have been reduced to zero, to the Holders
of the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A, Class B, Class C and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)       eighteenth,
to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


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


 


(xx)          twentieth,
after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to
the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in 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


 



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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;


 


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


 


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


 


(xxvii)     twenty-seventh,
to the Holders of the Class H Certificates, 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


 


(xxviii)    twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


(b)           [RESERVED].


 


(c)           On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates
plus a pro rata portion (or, with respect to clauses (iii), (iv) and (vi) below, the entire portion) of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3 and Class LA4 Lower-Tier Regular Interests,
the Class X-A Certificates, (ii) in the case of the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates,
(iii) in the case of the Class LD


 



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


 


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


 


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


 


(d)           After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01.


 


(e)            Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period shall be distributable
as follows: if any Yield Maintenance Charge or Prepayment Premium is collected during any Collection Period with respect to any
Mortgage Loan, then on the Distribution Date immediately succeeding the end of such Collection Period, the Certificate Administrator
shall pay to the Holders of each Class of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class
C and Class D Certificates the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest
Fraction for such Class and the applicable principal prepayment, and (c) a fraction, the numerator of which is equal to the amount
of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal
distributed to all Principal Balance Certificates (other than the Class E and Class F Certificates and the Control Eligible Certificates)
for that Distribution Date. Any Yield Maintenance Charge or Prepayment Premium described in the preceding


 



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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, Class X-F and Class X-G 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-H 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, Class X-F and Class X-G 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 and Class
F 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 pay to the Holders of each Class of Principal Balance Certificates then entitled to distributions of principal on such Distribution
Date the product of (a) such Yield Maintenance Charge or Prepayment Premium, (b) the related Base Interest Fraction for such Class
and the applicable principal prepayment and (c) a fraction, the numerator of which is equal to the amount of principal distributed
to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal
Balance Certificates for that Distribution Date. Any Yield Maintenance Charge or Prepayment Premium described in the preceding
sentence and remaining after the distributions in the preceding sentence (as to the applicable Distribution Date, the “Class
X YM Subordinate Distribution Amount”) shall be distributed to the Holders of the Class X Certificates as follows: (1)
first, to the Class X-E, Class X-F and Class X-G 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-H Certificates, in an amount equal to the Class X YM Subordinate Distribution Amount minus the
distributions to the Holders of the Class X-E, Class X-F and Class X-G Certificates pursuant to clause (1) of this sentence.


 


For purposes of the first and
second paragraphs of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x)
zero and (y) the difference between (i) the Pass-Through Rate on


 



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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 V or Class R Certificates.


 


All distributions of Yield Maintenance
Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution Date pursuant
to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each such Class
of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)            On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be


 



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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 Date, post on the Certificate Administrator’s Website pursuant to Section
3.13(b) a notice in electronic format to the effect that:


 



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


 


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


 


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


 


(i)             Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(f), as applicable, to the Holders of the respective Class otherwise entitled to distributions
of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement
of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the
aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is
returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder,
and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h)
as if such Holder had failed to surrender its Certificates.


 


(j)             On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account. Excess Interest
will not


 



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be available to pay any other amounts except for distributions on Class V Certificates set forth in the prior sentence.


 


(k)            On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)             to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to be
deposited therein;


 


(ii)            to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)           to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)           to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from the Companion
Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire transfer
in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent therefor
appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address
of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank
in the United States.


 


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


 



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CREFC® Investor Reporting Package in accordance
with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date
Statement”) which shall include:


 


(i)            the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)           the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)          the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect
to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the
Master Servicer and the Special Servicer;


 


(iv)          the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)           the
aggregate amount of unscheduled payments received;


 


(vi)          the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)         the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)        the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)          the
Available Funds for such Distribution Date;


 


(x)           the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 



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(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Prepayment Premiums
and Yield Maintenance Charges, (B) (in the case of the Class V Certificates), Excess Interest and (C) prepayment premiums;


 


(xii)         the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)        the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)         the
Certificate Factor for each Class of Certificates (other than the Class V and Class R Certificates) immediately following such
Distribution Date;


 


(xvi)        the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet showing
the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)       the
current Controlling Class;


 


(xviii)      the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)          a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)         all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 



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(xxii)        in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)       the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxv)        with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized
Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)      with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of
any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


 


(xxvii)      the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)     [RESERVED];


 


(xxix)       the
then-current credit support levels for each Class of Certificates;


 


(xxx)        the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 



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(xxxii)       a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)      an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)     the
amount of any Excess Interest actually received.


 


In the case of information furnished
pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


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


 


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


 


Upon receipt of an Asset Review
Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such distribution period in which
such Asset Review Report Summary was received, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)           [RESERVED].


 


(c)            Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective


 



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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 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).


 



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(d)           Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)            The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)             Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is an
Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any
Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the
effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information
confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition,
the Master Servicer and the Special Servicer shall be entitled 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






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Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03      P&I
Advances. (a) On or before 4:00 p.m., New York City
time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its
own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if
any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date, (ii) apply amounts held in
the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating
the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so
used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by
the Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent
not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of
which such P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such
Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a
required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I
Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master
Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to
make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by
4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account
for payment to CREFC® on such Distribution Date.


 


(b)           Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Pari Passu Loan Primary Servicing Fee Rate)
other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage Loan) and any successor REO
Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of
the P&I Advance Date (including any successor REO Loan (other than any portion of an REO Loan related to a Companion Loan)
as to which the related Balloon Payment would have been past


 



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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 (other than any portion of an REO Loan
related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection
with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
No P&I Advances shall be made with respect to any Companion Loan.


 


(c)           Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer shall make its
determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer)
that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed P&I
Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any
determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case
may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or
Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such
Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the 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


 



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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, 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


 



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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.


 


(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 H, Class G, Class F, Class E, Class D, Class C, Class B and Class
A-S Certificates, in that order, and second, pro rata (based on their respective Certificate Balances), to the Class
A-1, Class A-2, Class A-SB, Class A-3, and Class A-4 Certificates, in each case until the remaining Certificate Balances of such
Classes of Certificates have been reduced to zero.


 


(c)            With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05      Appraisal Reduction Amounts.     (a) For purposes of (x) determining the
Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting
Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to
each Class of Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the
Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class H, Class G, Class F, Class E,
Class D, Class C, Class B and Class A-S Certificates, in that order, and finally, pro rata based on their
Certificate Balances, to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates). Following receipt from
the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template
included in the CREFC® Investor Reporting


 



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Package). Based on information in its possession,
the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate
Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect
to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised value of the related
Mortgaged Property will be determined on an “as-is” basis.


 


(b)           (i)
The 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 in respect of such Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has
occurred (such Holders, the “Requesting Holders”). The Special Servicer shall obtain (and shall use reasonable
efforts to obtain within sixty (60) days from receipt of the Requesting Holders’ written request) an Appraisal prepared on
an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that
provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).


 


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


 


(c)            With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal Reduction
Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer
shall (1) within thirty (30) days of the occurrence, and of each anniversary, of the related Appraisal Reduction Event,


 



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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 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 with respect to such Mortgage Loan or related Companion
Loan or Serviced


 



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Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged
Property having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall deliver
by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4)
Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in
no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal (or, if the
date of such Appraisal is prior to the date of the related Appraisal Reduction Event or anniversary thereof, as applicable, the
date of the related Appraisal Reduction Event or such anniversary, as applicable) or preparation of the applicable internal valuation);
provided, the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its
obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following
the Special Servicer’s reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)           Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with
respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction
Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under
and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)            Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related Serviced Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related Serviced AB Mortgage Loan. Any Appraisal
Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related
Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective Stated Principal
Balances.


 


Section
4.06      Grantor Trust Reporting. (a) The parties intend that the portion of the Trust
Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to
qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the
provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the
Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class V
Certificates in the


 



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Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause
to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the
Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the
Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, if the Grantor Trust
is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable with the Internal Revenue
Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of
the Class V Certificates their allocable share of income and expense with respect to the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code.


 


(b)           If
the Certificate Administrator receives notice that any Class V Certificate is held through a nominee, then the Grantor Trust will
be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Class V Certificates will initially be held through Hare & Co. LLC, as a nominee, and
this sentence shall be deemed to constitute notice to the Certificate Administrator that the Class V Certificates will be held
through a nominee.


 


(c)           The
Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to the extent
the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


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


 


(e)           To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the


 



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Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


(f)            Notwithstanding
anything to the contrary herein, there are no ARD Loans related to the Trust and accordingly, (i) there shall be no Excess Interest
payable in respect of a Mortgage Loan included in the Trust, (ii) there shall be no Class V Specific Grantor Trust Assets and (iii)
the Class V Certificates shall not represent any interest in the Grantor Trust.


 


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


 



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Administrator or the Operating
Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the
Privileged Information Exception, (vi) that answering the inquiry would or is reasonably expected to result in a waiver of an
attorney-client privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any
reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special
Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no
party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response
to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the
Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will
not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the
Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the
Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or
expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the
Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A
Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
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


 



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authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be
asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five
(45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring
or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Investor Registry.


 


(c)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit
requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports
and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5
Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the
following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be
posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines
in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Master


 



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Servicer or Special Servicer,
as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the
17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating
Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08     Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room
on the Closing Date. Upon receipt of a Mortgage Loan Seller’s Diligence File Certification, the Depositor shall
promptly deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have
been uploaded by such Mortgage Loan Seller to the IntraLinks Site. On the 120th day after the Closing Date, to the extent not
previously delivered to the Certificate Administrator, the Depositor shall deliver to the Certificate Administrator an
electronic copy of the Diligence File for each Mortgage Loan that has been uploaded to the Intralinks Site. Upon receipt
thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File actually received by it to
the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset
Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an
Affirmative Asset Review Vote and receipt by the 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


 



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


 


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


 


ARTICLE
V



THE CERTIFICATES


 


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


 



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Balance of not less than $100,000,
and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or Original Notional Amount, as
applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may
be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that
includes the excess of (i) the Original Certificate Balance or Original Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class V and Class R Certificates shall
be issued, maintained and transferred in minimum percentage interests of 5% of such Class V or Class R Certificates and in
integral multiples of 1% in excess thereof.


 


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


 


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


 



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shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


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


 


(b)          Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name
of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from
time to time be increased or decreased 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


 



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obtain possession of the Certificates of such Class; provided,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation
S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


Section
5.03     Registration of Transfer and Exchange of Certificates. (a) The Certificate
Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate
Register”) in which, subject to such reasonable regulations as it may prescribe, the 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


 



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interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to
be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(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


 



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entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)          Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to 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


 



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Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance 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


 



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such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute
any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate,
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)           Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (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


 



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Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit
F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section
410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person
acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited 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


 



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otherwise violate the provisions of
this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable
law.


 


(n)          No
Class V or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class V or Class R Certificate. Each prospective transferee of a Class
V or Class R Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person acting on behalf of or using
the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and
the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA). Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab
initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(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


 



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interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S.
Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y)
other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements in the Transferee Affidavit are false.


 


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


 


(o)          The
Class V Certificates may only be transferred to and owned by Institutional Accredited Investors or Qualified Institutional Buyers.
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of


 



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Certificateholders or payees shall not be required for such withholding,
and each Certificateholder shall be deemed by the acceptance of its Certificate to agree to provide the Certificate Administrator
information relating to such Certificateholder solely to the extent necessary for the Certificate Administrator to determine any
required withholding amounts. If the Certificate Administrator does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator
shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all
purposes of this Agreement.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar
that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the
Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this 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


 



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Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, furnish such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most
recent list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of
the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)          (i)
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate 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-C29 (with a copy to: trustadministrationgroup@wellsfargo.com). Any Communication Request must contain
the name of the Requesting Investor and the


 



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method other Certificateholders and Certificate Owners should use to contact the Requesting
Investor.


 


(iii)         In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker
or dealer stating the requesting investor is the beneficial owner, or (D) a document acceptable to the Certificate Administrator
that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator shall not have any
obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may
rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request
to communicate will be paid by the Trust.


 


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


 



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respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, that the appointment of such agents or attorneys shall not relieve the Certificate
Administrator of its duties or obligations hereunder.


 


(f)           The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     [RESERVED].


 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in 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


 



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subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.
Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote.
Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and
the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date
such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error,
re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
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


 



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the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(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;


 






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(vii)        The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect to
such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


(b)          The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special 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,


 



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moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this
Agreement;


 


(vii)        The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(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


 



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Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)         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


 



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which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder.


 


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to
it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and adversely
affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial
condition;


 


(iii)         The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in 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


 



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Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)         No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which materially
and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer herein.


 






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Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder.


 


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


 



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Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such
merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as
the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the
Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not
complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the
depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld
or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor
may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged
or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets
to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating
Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice
to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization,
as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such
failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence
are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence are
not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 7.01.


 


(i)           The
Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)          Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to 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)


 



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is calculated shall not be affected by such merger, consolidation or succession, and the Asset Representations
Reviewer shall bear all reasonable costs and expenses of each party hereto and each Rating Agency in connection with such merger,
consolidation or succession.


 


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and their respective Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the
Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, that (i) this provision shall not protect the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer or any such Person against any breach of warranties or representations made by it herein or
any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of
such party’s obligations or duties or by reason of negligent disregard of such party’s obligations and duties
hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager,
employee or agent of the Depositor, the Master 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


 



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document (in electronic or paper format) as contemplated by and in accordance with this
Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have
been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written
advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in
respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in
the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective
whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, that
if a Serviced Whole Loan and/or the holder of 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


 



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faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer,
as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein
by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the
defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


 


(d)          Subject to Section 8.02, each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the 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.


 






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(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating
Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)           The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate 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


 



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Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, that this provision
shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


 


(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of
the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by
a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset
Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)           The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced Depositor,
Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Paying Agent and any of their respective partners, directors,
officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”),
shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable
Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of
a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the
same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable
Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as


 



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Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer.


 


(j)           For
purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be, will
be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or Special
Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or Special Servicer,
as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would
cause any Trust REMIC to fail to qualify as a REMIC or cause a tax to be imposed on the Trust or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code (for which determination the Master Servicer and Special
Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section
6.05     Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the
provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder
are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the
appointment of, and the acceptance of such appointment by, a successor (which may be appointed by the resigning Master
Servicer or Special Servicer, as applicable), and receipt by the Certificate Administrator and the Trustee of Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). Any such
determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above
shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or
the Special Servicer under clause (a) above shall become effective until 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


 



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shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a
Control Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not
to be unreasonably withheld. The resigning party shall pay all costs and expenses (including out-of-pocket costs and expenses
incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section
6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have
the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as
applicable, is terminated or removed pursuant to Section 7.01.


 


Section
6.06     Rights of the Depositor in Respect of the Master Servicer and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer
and the Special Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable,
hereunder; provided, that the Master Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer and is not
obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer
under this Agreement or otherwise.


 


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), (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,


 



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unless it has obtained the consent or deemed consent of the Special Servicer (provided that
such consent shall be deemed given (unless earlier objected to by the Special Servicer) fifteen (15) Business Days after the
Special Servicer’s receipt of the Master Servicer’s written recommendation and analysis with respect to such
Major Decision and all information reasonably requested by the Special Servicer, and reasonably available to the Master
Servicer, in order to make an informed decision with respect to such Major Decision and (ii) with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control
Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to take any of the following
actions (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 may include acquisition of an REO Property) of the ownership
of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)          any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or
Serviced Whole Loan;


 


(iii)         following
a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including the
acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related
Mortgage Loan documents;


 


(iv)         any
sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with the termination
of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with this
Agreement, in each case, for less than the applicable Purchase Price;


 


(v)          any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 






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(vi)         any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan
or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan documents
and for which there is no lender discretion;


 


(vii)        any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor;


 


(viii)       any
property management company changes (with respect to a 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 Mortgage Loan (other than a Non-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 (other than a Non-Serviced Mortgage Loan) or a
Serviced Whole Loan 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(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 Mortgage
Loan or Whole Loan, or any action to enforce rights (or decision not to


 



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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


 


(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 (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


 



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(ii) delivery of all such additional information reasonably requested by the Operating Advisor
related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor
on the specific matter; provided, that the failure of the Operating Advisor to respond on any specific matters shall not
relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the
applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in this Section 6.08 for consulting with the Operating Advisor.


 


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, 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


 



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Representations Reviewer, the Trust or the Trustee to liability, or materially
expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as applicable, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer
or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, that the Directing Certificateholder shall not be protected against any liability to
a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence
in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations
or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder shall be
deemed to have acknowledged and agreed that the Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that
the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class,
including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the
Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable
to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that
the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so
acted.


 


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-


 



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Serviced PSA including
the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced
Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that such Non-Serviced Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such
Non-Serviced Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director,
officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)
“Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)           (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or


 



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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 diligently pursuing such cure, such
30-day period will be extended an additional thirty (30) days; or


 






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


 


(vi)         the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


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


 


(viii)       either
of Moody’s or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal
(and in the case of clauses (A) and (B) such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by Moody’s or DBRS, as applicable, within sixty (60) days of such occurrence) 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 ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all


 



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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 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


 



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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,
the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer (which must be a Qualified Replacement Special Servicer) meeting
the requirements of this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder (other
than with respect to any Excluded Loan) shall appoint a successor special servicer; provided, that (i) such successor will
meet the requirements set forth in Section 7.02, (ii) the Trustee has provided each Rating Agency with a Rating Agency Communication
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal


 



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Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of the Special
Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to each Rating Agency (with a
copy to the Certificate Administrator and Trustee) of a Rating Agency Communication (which Rating Agency Communication shall be
provided at the expense of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of
such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail,
and conduct the solicitation of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180)
days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder
Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint the successor special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date
Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website
and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing,
the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which
the holder of the related Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period, to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers
a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor
special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to
an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have
received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the
terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions,
this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


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


 



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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.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report, substantially in the form of Exhibit W attached hereto, setting forth the reasons supporting its recommendation
(along with any information the Operating Advisor considered relevant to its recommendation) and recommending a replacement Special
Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional
information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further,
that in no event shall the information or any other content included in such written recommendation contravene any provision of
this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation)
and recommending a suggested replacement special servicer to assume the duties of such Special Servicer, which shall be a Qualified
Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders
of such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal
Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any
Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance
Certificates on an aggregate basis 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


 



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servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not
be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to a Serviced AB Control Appraisal Period under the related Intercreditor Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


(e)          The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be
construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)           Notwithstanding
the foregoing, if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related
holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion
Loan, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan
or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction
of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will
be responsible for servicing the related Serviced Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
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


 



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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 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


 



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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, including but not limited to any
income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special
Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the
capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard
of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor
special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the
Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or
shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the
Directing Certificateholder (solely with respect to the Special Servicer) ((i) prior to the occurrence and continuance of a
Control Termination Event and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to
more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section
6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer
hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until
(i) the assumption in writing by the successor to the


 



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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 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


 



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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 Termination Event; provided, that a Servicer Termination Event under clause
(i), (ii) or (viii) of Section 7.01(a) may be waived only with the consent of all of the
Certificateholders of the affected Classes, and a Servicer Termination Event under clause (iii) of Section
7.01(a) (with respect to obligations under ARTICLE XI) may be waived only with the consent of the Depositor. Upon
any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by
Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for
purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations
(x) within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting
in a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee
has actual knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the
related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of
failure pursuant to Section 4.03(a) unless


 



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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 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.


 






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(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


 


(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


 



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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
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;


 






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(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 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


 



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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.


 


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.


 






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Section
8.04     Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of its duties hereunder, the Certificate Administrator will be paid the Certificate Administrator/Trustee
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator/Trustee
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan
(other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee
monthly the Trustee Fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee Fee shall accrue
from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall be computed
in the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due
or deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of 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


 






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pursuant
to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on
behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by
reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s,
respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise
from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator
specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination
of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment
of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder,
including Custodian, Certificate Registrar and Authenticating Agent.


 


(c)                The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or 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 “A” by DBRS
(or in the case of the Trustee, a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer maintains
a rating of at least “A” by DBRS), provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (A) it maintains a long-term unsecured debt
rating of no less than “Baa2” by Moody’s, “A-” by Fitch and “A(low)” by


 






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DBRS,
(B) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s, “F1”
by Fitch and “R-1(low)” by DBRS and (C) the Master Servicer maintains a rating of at least “A2” by
Moody’s, “A+” by Fitch and “A” by DBRS, provided, further, that if any such institution
is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and/or
Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an
entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Trust REMICs or the Grantor Trust, as applicable, from a state and local jurisdiction
that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as
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 60 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.


 






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(b)               
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail
to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate
Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the
Certificate Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee
or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or
if the Trustee or Certificate Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered,
published or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and such failure shall
continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant
to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable,
at such removed party’s cost, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer,
by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed
and to the successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator.
A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety
(90) days after the giving of 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.


 






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If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession
of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be
entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)               
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its
business to a successor, or upon the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original
executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was
endorsed to the outgoing trustee), without recourse, representation or warranty, express or implied, to the order of the successor,
as trustee for the registered Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
Certificates, Series 2016-C29 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
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.


 






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(f)                
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as
successor trustee or certificate administrator.


 


Section
8.08     Successor Trustee or Certificate Administrator. (a)  Any successor trustee
or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor,
the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall
become effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage
Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf
by the Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor,
the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)               
No successor trustee or successor certificate administrator shall, as applicable, accept
appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee or successor
certificate administrator, as applicable, shall be eligible under the provisions of Section 8.06.


 


(c)                
Upon acceptance of appointment by a successor trustee or successor certificate administrator
as provided in this Section 8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate
Administrator, as applicable, to the Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice
within ten (10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable,
such successor trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the Master
Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which
the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting
from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be
the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of
the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or 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


 






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Provider,
which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section
8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)               
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section
8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor
to the Master Servicer or the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion
thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of
the Trustee.


 


(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


 






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its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


(e)               
The appointment of a co-trustee or separate trustee under this Section 8.10 shall
not relieve the Trustee of its duties and responsibilities hereunder.


 


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the
Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business
in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of
care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly
by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed hereunder
must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                  
The Trustee is a national banking association, duly organized, validly existing and in good
standing under the laws of the United States of America;


 


(ii)                
The execution and delivery of this Agreement by the Trustee, and the performance and compliance
with the terms of this Agreement by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)              
The Trustee has the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)              
This Agreement, assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the
terms hereof, subject to


 






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(a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)               
The Trustee is not in violation of, and its execution and delivery of this Agreement and
its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority,
which violation, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Trustee to perform its obligations under this Agreement;


 


(vi)             
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against
the Trustee which would prohibit the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Trustee to perform its obligations under this Agreement;
and


 


(vii)           
No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations
hereunder.


 


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special Servicer.
The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of
any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written
notice of such change). The Certificate Administrator, 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


 






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Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)               
The Certificate Administrator is a national banking association duly organized under the
laws of the United States of America, duly organized, validly existing and in good standing under the laws thereof;


 


(ii)              
The execution and delivery of this Agreement by the Certificate Administrator, and the performance
and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s
charter and by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to
it or any of its assets;


 


(iii)             
The Certificate Administrator has the full power and authority to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)             
This Agreement, assuming due authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Certificate Administrator, enforceable against the Certificate
Administrator in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking
associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;


 


(v)              
The Certificate Administrator is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially
and adversely either the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial
condition of the Certificate Administrator;


 


(vi)            
No litigation is pending or, to the best of the Certificate Administrator’s knowledge,
threatened against the Certificate Administrator which would prohibit the Certificate Administrator from entering into this Agreement
or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and adversely affect
either the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition
of the Certificate Administrator; and


 


(vii)             No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Certificate


 






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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.


 


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


 






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purchaser
of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property”
under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged
Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2) and (3)
above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount
of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in
accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable
solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection
with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder
of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans
and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, that in no
event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on
the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and
Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder
shall have the right, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first
paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to
the anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other
than the Class V and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution
Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and
the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn
from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on
deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the
Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution
Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph
of Section 3.04(b) (provided, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described
purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the
Class V and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request
for Release from


 






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the
Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for
the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust
Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Companion Paying Agent shall terminate with respect to any Serviced Companion Loan to the extent (i) its
related Serviced Pari Passu Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of
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


 






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otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or
the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders
of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary
to effectuate transfer of the Mortgage Loans is an asset of the Trust) and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance
with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other
parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date,
the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such
Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution
Account that are allocable to payments on the Class of Certificates so presented, (ii) to Holders of the Class V Certificates
so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount
shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination


 






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and
liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a),
4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and
held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid
manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section
9.02     Additional Termination Requirements. (a)  In the event the Master Servicer
or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional
requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)                 
the Certificate Administrator shall specify the date of adoption of the plan of complete
liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each
of the related Trust REMICs’ final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)               
during the 90-day liquidation period and at or prior to the time of the making of the final
payment on the Certificates, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related
Trust REMICs to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R
Certificates, as applicable, for cash; and


 


(iii)              
within such 90-day liquidation period and immediately following the making of the final payment
on the Lower-Tier Regular Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to
be distributed or credited, to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case
of the Lower-Tier REMIC) and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other
than cash retained to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01     REMIC Administration. (a)  The Certificate Administrator shall make elections
or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and
Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year
ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the
purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated
as the “regular interests” and the Class UR Interest shall be designated as the sole class of “residual
interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of
Lower-


 






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Tier
Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest shall be designated
as the sole class of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer
or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code)
in any Trust REMIC other than the foregoing interests.


 


(b)              
The Closing Date is hereby designated as the “startup day” (“Startup
Day”) of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)               
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any
tax matter or controversy involving either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without
limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable
to the Mortgage Loans and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless
such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or
negligence. 


 


(d)              
By acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable
designation of the Certificate Administrator as the “representative” of each Trust REMIC within the meaning of Section
6223 of the Code, to the extent such provision is applicable to the Trust REMICs and (ii) the Holder of the largest Percentage
Interest in the Class R Certificates hereby agrees to the irrevocable appointment of the Certificate Administrator as its agent
to perform all of the duties of the “tax matters person” for the Trust REMICs.


 


(e)               
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause
to be filed, all of the Tax Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall
cause the Trustee to sign (and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing
such returns shall be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(f)               
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor
of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of such
Class R Certificate to any Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to
such agent, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption)
and (iii) to the Internal Revenue Service on Form 8811, within thirty (30) days after the Closing Date, the name, title,
address and telephone number of the “tax matters person” who will serve as the representative of each of the Trust
REMICs created hereunder.


 






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(g)               
The Certificate Administrator shall take such actions and shall cause the Trust to take such
actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically set
forth herein as shall be necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee
shall assist the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither
the Master Servicer nor the Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action
or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically
set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust
REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income
from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator
receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense,
and the Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders,
at the expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that
the contemplated action will not, with respect to the Trust, any Trust REMIC created hereunder, endanger such status or, unless
the Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition
of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail
to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that
it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate
Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or
the Trustee. At all times as may be required by the Code, the Certificate Administrator will to the extent within its control
and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as
“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


 






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Administrator
from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement),
any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing
account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of
any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code
and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax
(other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts,
(x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for
any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR
Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of
the Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they are fully reimbursed
for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR
Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible
for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their respective
obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(i)                
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to
be maintained books and records with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may
be required by the REMIC Provisions.


 


(j)                
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept
any contributions of assets to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion
of Counsel (at the expense of the 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.


 






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(m)              
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the
Trust pursuant to ARTICLE IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to ARTICLE II
or ARTICLE III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments
in the Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition
or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to
indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(n)               
The Certificate Administrator’s authority under this Agreement includes the authority
to make, and the Certificate Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application
of Section 6221 of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC
under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the
Code that would otherwise be imposed on any Class R Certificateholder, past or present. Each Class R Certificateholder agrees,
by acquiring such Certificate, to any such elections. 


 


Section
10.02     Use of Agents. (a)  The Trustee shall execute all of its obligations and
duties under this ARTICLE X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties
under this ARTICLE X either directly or by or through agents 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


 






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the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a)  The Certificate Administrator
may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act
on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in
which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act
in such capacity in accordance with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator,
then Wells Fargo Bank, National Association shall be terminated as REMIC Administrator.


 


(b)               
Any Person into which any REMIC Administrator may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall
be a party, or any Person succeeding to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC
Administrator without the execution or filing of any paper or any further act on the part of the Certificate Administrator or
the REMIC Administrator.


 


(c)               
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’
advance written notice of resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master 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.


 






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ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that
the purpose of ARTICLE XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any
Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules
and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or other performance
under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other
Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these
provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance
and are not “grandfathered”). In connection with the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29,
Commercial Mortgage Pass-Through Certificates, Series 2016-C29, 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


 






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is
a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession
to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and Special Servicer,
such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and
replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicer
and Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the
Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor,
all information relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act); provided, that if disclosing such information prior to such effective date would violate
any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate
Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day after the
effective date of such succession or appointment.


 


(b)               
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating
Advisor and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor
and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will
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


 






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the
applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by
such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For
the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)                
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial
Sub-Servicer in connection with the performance of any of its duties under this Agreement, such Servicer shall be responsible
for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB
and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer
determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101
of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor
shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective
unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing
Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15)
days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed
to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to
accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)                
In connection with the succession to the Trustee under this Agreement by any Person (i) into
which the Trustee may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee
shall deliver written notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty
(30) calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the
Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)                
Notwithstanding anything to the contrary contained in this ARTICLE XI, in connection
with any Sub-Servicer and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all
matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable
efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)                
Any information furnished pursuant to this Section 11.02 shall also be provided, and
subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate
Administrator (to the extent the information


 






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relates
to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.02.


 


Section
11.03     Filing Obligations. (a)  The Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant
to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall
prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the
timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) System) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)               
In the event that the Certificate Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate
Administrator will promptly notify the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator
will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator
to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment
to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.03 related to the
timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 






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Section
11.04     Form 10-D Filings. (a)  Within fifteen (15) days after each Distribution
Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure
in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case
may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if
applicable; provided that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM
hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should
be delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator
may instruct) or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for
each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section


 






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11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the
immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase
Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be
“no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or
filing any such report.


 


With respect to any
Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part
of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity
of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer
or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service
coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the
aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: Jane Lam, Telephone: (212) 761-4000. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


 


Upon receipt of the
Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 






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(b)               
To the extent the Certificate Administrator receives a request from any Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate
Administrator shall include on the Form 10-D relating to the reporting period in which such request was received (a “Special
Notice”) disclosure regarding the request to communicate, and such disclosure is required to include the following and
no more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. Disclosure in substantially the
following form shall be deemed to satisfy the requirements in the preceding sentence:


 


On [date], the
Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other
Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders 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


 






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contacted
at the address identified in Section 13.05. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form 10-D
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct.


 


(d)              
Any notice and/or information furnished pursuant to this Section 11.04 shall also
be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.04.


 


Section
11.05     Form 10-K Filings. (a)  Within ninety (90) days after the end of each
fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on 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


 






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such
Form 10-K, disclosure that such report is not included and an explanation why such report is not included;


 


(iii)             
(A)  the registered public accounting firm attestation report for the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional
Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Custodian or the Trustee, as described under Section 11.11; and


 


(B)                if
any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; and


 


(iv)             
a certification in the form attached hereto as Exhibit Y, with such changes as
may be necessary or appropriate as a result of changes promulgated by the 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


 






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information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)               
After preparing the Form 10-K, the Certificate Administrator shall forward electronically
a copy of the Form 10-K to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline.
Within three (3) Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the
senior officer in charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy
of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator
at such time. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the
Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-K filed by the
Certificate Administrator. The signing party at the Depositor can be contacted at the address identified in Section 13.05.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and
any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all
applicable deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate
Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


 


(c)               
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer
or the Special Servicer, the Certificate Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer
or Special Servicer whether it has received notice that any party to this Agreement has changed since the Closing Date and will


 






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provide
to such Mortgage Loan Seller or Other Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator,
the identity of the new party.


 


(d)               
Any notice and/or information furnished pursuant to this Section 11.05 shall also
be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.05.


 


Section
11.06     Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification
in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long
as the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable,
that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and
(ii) with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with
respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley
Certification for the Trust or, subject to the reimbursement of any applicable expenses under Section 11.15, any Other
Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”),
on or before March 1st of each year commencing in March 2017, a certification in the form attached hereto as Exhibits Z-1,
Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than
a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and substance similar to applicable
Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with
respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person
is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may
be included as part of such other certifications being delivered by such Reporting Servicer)


 






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to
enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09,
if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that
each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. In the
event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected
Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such
providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to
certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including
a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section
3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such
Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of 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


 






    	-399-



    	 



    

 


case
may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed
on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the
Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review
no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours
after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but
no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final
executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at the address identified in Section 13.05. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the
parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such
Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause


 






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such
Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional
Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time,
on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB
Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 


Any notice and/or information
furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement of any applicable expenses
under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or
information relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


 


Section
11.08     Form 15 Filing. On or prior to January 30th of the first year in which the
Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act
filings, the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting
in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary
to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the
filing of such form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, Section 11.10 and Section
11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage
Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification,
the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the
Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under this ARTICLE
XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there
was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”)
shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is
an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered


 






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into
a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st
of each year, commencing in March 2017, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed
furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information
Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached
hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor)
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding
calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such
Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional
Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such
Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing 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.


 






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In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause
such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 


Section
11.10     Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On
or before March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of
whether the Special Servicer has commenced special 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


 






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such
failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
If the party’s assessment compliance or the related attestation report identifies any material instance of noncompliance
with the Relevant Servicing Criteria, such party shall also provide a discussion of (1) whether the identified instance was determined
to have involved the servicing of the Mortgage Loans and (2) any steps taken to remedy such identified instance of non-compliance
to the extent related to its activities with respect to asset-backed securities transactions taken as a whole involving such party
and that are backed by the same asset type backing the Certificates. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II.
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each 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


 






    	-404-



    	 



    

 


engaged
by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to
an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of 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


 






    	-405-



    	 



    

 


its
own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior
to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the
second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in 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


 






    	-406-



    	 



    

 


of
Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding
fiscal year.


 


Section
11.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold
harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an
actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer,
the Custodian or the Certificate Administrator, as the case may be, of its obligations under this ARTICLE XI, (ii) negligence,
bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations
Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery
of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any
Initial Sub-Servicer engaged by the 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”).


 






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In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the
Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to
such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting
Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer,
the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election
is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor 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


 






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provide,
to each Other Depositor the appropriate revised reports, updated or revised information contained in any report filed by the Other
Depositor under the Reporting Requirements, or any updated or revised material communications in connection with the response
and/or resolution with the Commission or its staff, if and to the extent such reports, information and/or communications relate
to information that was previously provided to the Other Depositor and would reasonably be expected to be contained in a report
filed by the Other Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or 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


 






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manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be delivered
via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion
Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect
to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee
of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller
(or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to
comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such
Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (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


 






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or
the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel, in connection with
the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding
the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer or
the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization
is substantially and materially similar to the information provided by such party with respect to the offering materials related
to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation
of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in ARTICLE XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable
advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid,
or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and
expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or
indemnification agreement.


 


(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


 






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Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)                
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function
Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate
administrator (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead
of each time a filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for
such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies
in all 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


 






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party
in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)               
On or before March 1st of each year (commencing in March 2017) during which a Regulation
AB Companion Loan Securitization is required to file an annual report on Form 10-K (and not in respect of any year in which such
Regulation AB Companion Loan Securitization is not required to file an annual report on Form 10-K because a Form 15 Suspension
Notification with respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to
cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required
pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator under the
such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), under such
Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that
satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than this Section
11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 11.15(e).


 


(f)                
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify
(such indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or
permitted transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion
Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d)
or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required
to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special


 






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Servicer,
as applicable, no later than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable,
is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)              
There is no “significant obligor” (within the meaning 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.


 






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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


 






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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


 






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Loan
after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger
is otherwise in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence
of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote
has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After
the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote shall be paid by the related Mortgage Loan Seller;
provided, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount within 90 days of written request
by the Asset Representations Reviewer, such amount shall be paid by the Trust following delivery by the Asset Representations
Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency
or failure to pay such amount; provided, further, that notwithstanding any payment of such amount by the Trust to
the Asset Representations Reviewer, such amount shall remain an obligation of the related Mortgage Loan Seller and the 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 Non-Specially Serviced Loans), the Master Servicer (with respect to clause (6) below for
Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) for Specially Serviced Loans),
in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days
(except with respect to clause (6)) after receipt of such notice from the Certificate Administrator, provide the following
materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted by the Certificate
Administrator to the secure data room or the certificate administrator’s website, as applicable, the “Review Materials”):


 


  (1)          a copy
of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is
subject to an Asset Review;


 


  (2)          a copy
of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


  (3)          a copy
of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


 






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  (4)          a copy
of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


  (5)          a copy
of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to
each Delinquent Loan that is subject to an Asset Review; and


 


  (6)          any
other related documents that 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, Mortgage Loan Seller shall be required to make a request under the applicable Non-Serviced PSA for any such documents
that are not in its possession). In the event any missing documents with respect to a Non-Serviced Mortgage Loan are not provided
by the Mortgage Loan Seller, the Asset Representations Reviewer shall request such documents from the parties to the related Non-Serviced
PSA, to the extent that the Asset Representations Reviewer is entitled to request such documents under such Non-Serviced PSA.


 


(iii)              
The Asset Representations Reviewer may, but is under no obligation to, consider and rely
upon information furnished to it by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and
shall do so only if such information can be independently verified (without unreasonable effort or expense to the Asset Representations
Reviewer) and is determined by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the
Asset Review


 






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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 Specially Serviced Loans) and to the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage


 






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Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
documents provided or explanations given to support a Test pass conclusion or that any missing documents in the Review Materials
are not required to complete a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations
Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.


 


(viii)          
The Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the
date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator
or (y) within the ten (10) days after the expiration of the Cure/Contest Period, complete an Asset Review with respect to each
Delinquent Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as
to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that
the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third
party (an “Asset Review Report”) to each party to this Agreement, the related Mortgage Loan Seller for each
Delinquent Loan and the Directing Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions
included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer. The period of time by which the Asset Review Report must be completed and 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


 






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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


 






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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 be equal to the product of a rate equal to 0.00031% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans. 


 


(b)               
As compensation for the performance of its duties hereunder, with respect to an individual
Asset Review Trigger and the Mortgage Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this
definition, “Subject Loans”), upon the completion of any Asset Review with respect to an individual Asset Review
Trigger, the Asset Representations Reviewer shall be paid a fee equal to the sum of: (i) $12,500 multiplied by the number of Subject
Loans, plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan,
plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged
Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject,
in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban
Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, taking into account
the Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is
no longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset Review (the “Asset
Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each
Delinquent Loan shall be paid by the related Mortgage Loan Seller upon the completion of an Asset Review; provided, that
if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the
Asset Representations Reviewer, such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure
to pay such amount; provided, that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after
an itemized invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller,
or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement,
together with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email, shall


 






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constitute
satisfactory evidence delivered by the Asset Representations Reviewer of such failure to pay such amount; and provided,
further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will
remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall pursue remedies against such Mortgage
Loan Seller in accordance with the Servicing Standard in order to seek recovery of any such amounts from such Mortgage Loan Seller.


 


(c)               
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect
to a Delinquent Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review
that is repurchased by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the
Asset Representations Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)               
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent
of the obligations specifically imposed by this Agreement.


 


Section
12.03     Resignation
of the Asset Representations Reviewer.  The Asset Representations Reviewer may resign and be discharged from its
obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations 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:


 






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(i)                
any failure by the Asset Representations Reviewer to observe or perform in any material respect
any of its covenants or agreements or the material breach of any of its representations or warranties under this Agreement, which
failure shall continue unremedied for a period of 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


 






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written
notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination
Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing
not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination
Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but
not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination
Event of which it becomes aware.


 


(b)              
Upon (i) the written direction of holders of Certificates evidencing not less than 25%
of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and
replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset
Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting
such notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing
in the Certificate Register and to the Asset Representations Reviewer. Upon the written direction of holders of Certificates evidencing
more than 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee
shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights
or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events
occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor.
As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations
Reviewer. In the event that holders of the Certificates entitled to at least 75% of the Voting Rights elect to remove the Asset
Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)                
On or after the receipt by the Asset Representations Reviewer of written notice of termination,
subject to this Section 12.05, all of its authority and power under this Agreement shall be terminated and, without limitation,
the terminated Asset Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish
all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of


 






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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;


 






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(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


 






    	-427-



    	 



    

 


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


 






    	-428-



    	 



    

 


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 execution of any amendment to this Agreement, the Certificate Administrator
shall post a copy of the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information
Provider who shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b)
and Section 3.13(c), as applicable, and thereafter, the Certificate Administrator shall furnish written notification of
the substance of such amendment to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer,
the Special Servicer, the Mortgagors, the Underwriters and the Rating Agencies.


 


(e)                 It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)                
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment
pursuant to this Section 13.01 that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)               
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or
(c) and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except
that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance
of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in


 






    	-429-



    	 



    

 


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 facsimile transmission shall be as effective as
delivery of a manually executed original counterpart of this Agreement.


 






    	-430-



    	 



    

 


(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 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),


 






    	-431-



    	 



    

 


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:


 






    	-432-



    	 



    

 


In the case of the Depositor:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Jane Lam


 


with a copy to:



Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager

Facsimile: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSBAM 2016-C29


 


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


 






    	-433-



    	 



    

 


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


 


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-C29

With a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 






    	-434-



    	 



    

 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – MSBAM 2016-C29

Email: cmbstrustee@wilmingtontrust.com


 





In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: MSBAM 2016-C29







 


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



 


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


 






    	-435-



    	 



    

 


		3.	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

                                         Email: 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

Email: 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

Email: 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

Email: rorta@amopc.com


 


and with a copy to:


 


Marcia Moore-Allen

Facsimile: (405) 236-1448

Email: mmoore-allen@amopc.com.


 


		4.	KeyBank National Association

                                         11501 Outlook Street, Suite 300

                                         Overland Park, Kansas 66211

                                         Attention: Joe DeRoy

                                         Facsimile: (877) 379-1625



 






    	-436-



    	 



    

 


with a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


 


In the case of the Operating
Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, NY 10016

Attention: MSBAM 2016-C29-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, NY 10016

Attention: MSBAM 2016-C29-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


 






    	-437-



    	 



    

 


Event,
as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in
writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section
13.06     Severability of Provisions. If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 


Section
13.07     Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s
right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the
rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor
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.


 






    	-438-



    	 



    

 


Section
13.08     Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto,
and all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents),
each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization
and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded
it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement.


 


(b)              
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in
respect to the rights afforded it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary
to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of
such Other Servicer and Other Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other
Servicer or Other Trustee.


 


(c)               
Each of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator,
Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust holding a related Non-Serviced Companion
Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under
the applicable Non-Serviced Intercreditor Agreement.


 


(d)              
Subject to Section 2.03(k), Section 2.03(l)(iii) and Section 2.03(l)(v),
any Requesting Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights
under Section 2.03(k) through Section 2.03(o).


 


Section
13.09     Article and Section Headings. The article and section headings herein are for convenience
of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
13.10     Notices to the Rating Agencies. (a)  The Certificate Administrator shall
use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan
Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(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.


 






    	-439-



    	 



    

 


(b)              
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect
to each of the following of which it has actual knowledge:


 


(i)                 
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)               
any change in the location of the Collection Account;


 


(iii)              
any event that would result in the voluntary or involuntary termination of any insurance
of the accounts of the Trustee;


 


(iv)             
any change in the lien priority of any Mortgage Loan with respect to an assumption of the
Mortgage Loan or additional encumbrance described in Section 3.08;


 


(v)              
any additional lease to an anchor tenant or termination of any existing lease to an anchor
tenant at retail properties for any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser
of (1) an amount greater than 5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)             
any material damage to any Mortgaged Property;


 


(vii)            
any assumption with respect to a Mortgage Loan; and


 


(viii)          
any release or substitution of any Mortgaged Property.


 


(c)               
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating
Agencies of (i) any change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)               The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such
information as any Rating Agency shall reasonably 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,


 






    	-440-



    	 



    

 


notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special
Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


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IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written. 


	 	 	 
	 	MORGAN STANLEY CAPITAL I INC.,

Depositor
	 	 	 
	 	By:	/s/ Jane H. Lam
			Name: Jane H. Lam

                                         Title:   Vice President 



 


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	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


On this 28th
day of April, 2016, before me, a notary public in and for said State, personally appeared Jane H. Lam, known to me to
be a Vice President of Morgan Stanley Capital I Inc., that executed the within instrument, and also known to me to be the person
who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


IN WITNESS
WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 
	 	/s/ MATTHEW A. BAVOSO 
	 	Notary Public
	 	 
	[SEAL]	 
	

                                  My Commission Expires:
	 
	
         

        MATTHEW A. BAVOSO

        Notary Public, State of New York

        No. 02BA6276232

        Qualified in new York County

        Commission Expires 02/11/2017
	 


 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer
	 	 	 
	 	By:	/s/ Marcus Thomas
			Name: Marcus Thomas

                                         Title:   Director



 


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	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG	)	 


On this
28 day of April, 2016, personally appeared before me Marcus Thomas, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


	 	 
	 	/s/ ERICA L. SMITH
	 	Notary Name:
	 	 
	My commission expires:	
        ERICA L. SMITH

        NOTARY PUBLIC

        Gaston County

        North Carolina

        My Commission Expires 7/15/2017

	 	 


 


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	 	RIALTO
CAPITAL ADVISORS, LLC,

Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan
			Name: Cheryl Baizan

                                         Title:   Chief Financial Officer 



 


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	STATE OF FLORIDA	)	 
	 	)	ss.:
	COUNTY OF MIAMI-DADE	)	 


On the 3rd
day of May, 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 also known to me to be the person who
executed it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the
within instrument.


IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


* Cheryl
Baizan is personally known to me.


	 	 
	 	/s/ LORI BUCKLER
	 	Notary Public
	 	 
	
        [SEAL]

         

        My commission expires:
	
        LORI BUCKLER

        NOTARY PUBLIC STATE OF FLORIDA

        BONDED THRU

        NOTARY PUBLIC UNDERWRITERS

        #FF 059284

        MY COMMISSION EXPIRES FEBRUARY 2, 2018



 




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	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Amber Nelson 
			Name: Amber Nelson 

                                         Title:   Assistant Vice President 





 


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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


On this 28th
day of April, 2016, before me, a notary public in and for said State, personally appeared Amber Nelson, Known to me
to be a AVP of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such national banking association, and acknowledged to me that such 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]

         

        My Commission Expires:
	
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-2017



 




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	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Dorri Costello 
			Name: Dorri Costello

                                         Title:   Vice President 



 


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	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


On
the 29th day of April, 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.


	 	 
	 	/s/ Patrick Kanar
	 	Notary Public
	
        My Commission Expires:

         
	 
	
        PATRICK KANAR

        NOTARY PUBLIC

        STATE OF DELAWARE

        My Commission Jan 19, 2018
	 


 


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	 	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/ David M. Rodgers 
			Name: David M. Rodgers

                                         Title:   Managing Member





 





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	STATE OF NEW JERSEY	)	 
	 	)	ss.:
	COUNTY OF ESSEX	)	 


I
CERTIFY that on April 29, 2016, David M. Rodgers, personally came before me and he acknowledged under oath, to my
satisfaction, that he is the Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors
LLC, which in turn is the sole member of Park Bridge Lender Services LLC, a limited liability company, that he is the person
named in and who executed the within instrument, that he signed and delivered this document as the voluntary act and deed of
the said limited liability company


WITNESS my
hand and seal hereto affixed the day and year first above written.


	 	 
	 	/s/ PETER JAMES ACKERMANN
	 	Notary Public
	 	 
	
        PETER JAMES ACKERMANN

        Notary Public

        State of New Jersey

        My Commission Expires June 08, 2019
	 
	
         

        (Affix Notary Stamp Above)

         

        My Commission expires:     June
        8, 2019

                                                            (Date)
	 


 





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EXHIBIT A-1


 


FORM OF REGULAR CERTIFICATE


 


CLASS [__]


  


MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2016-C29 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES 2016-C29, 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 X-H, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H) 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 X-H, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H): THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“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 E, CLASS F, CLASS G AND CLASS H CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE
TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION
3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES (Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class
X-G and Class X-H)] 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, CLASS  G AND CLASS  H): THIS CERTIFICATE IS
SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 






    	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 MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 5, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 17, 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


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016
(the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Asset Representations Reviewer and the Operating Advisor. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder
is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing
Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


[FOR REGULAR CERTIFICATES
(Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S,
Class B, Class C, Class D, Class E, Class F,


 






    	A-1-6



    	 



    

 


Class G, Class H, Class X-A, Class X-B,
Class X-D, Class X-E, Class X-F, CLASS X-G and Class X-H):] This Certificate represents a “regular
interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS
H: principal and] interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. [FOR CLASS A-1, CLASS A-2, CLASS
A-SB, CLASS A-3, CLASS A-4, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-G, CLASS
X-H, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H CERTIFICATES: Holders of this Certificate may be entitled to Prepayment Premiums
and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of thirty (30) days) during the Interest Accrual
Period relating to such Distribution Date at the applicable Pass-Through Rate specified in the Pooling and Servicing Agreement
on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date.


 


Interest [FOR PRINCIPAL
BALANCE CERTIFICATES (CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS
E, CLASS F, CLASS G AND CLASS H: 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


 






    	A-1-7



    	 



    

 


Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be
paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with 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


 






    	A-1-8



    	 



    

 


assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-4, CLASS A-S, CLASS B, CLASS C: 10,000]
[FOR CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H: 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


 






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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 so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one (21)
years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS


 






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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:	May ___, 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	-	as tenants by the entireties	 Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER





 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________






 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-1-13



    	 



    







 


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


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


  


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates,

Series 2016-C29, CLASS
V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) AND ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A


 






    	A-2-1



    	 



    

 


GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 









    	A-2-2



    	 



    




 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 5, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 17, 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.: V-[_]



 



    	A-2-3



    	 



    




 





CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


Morgan
Stanley Capital I Inc.


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Asset Representations Reviewer and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified on the face
hereof. The Certificates are designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage
Pass-Through Certificates, Series 2016-C29 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder
is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing
Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 






    	A-2-4



    	 



    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement, and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wiring
instructions no less than five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice of final payment has been given shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate. The costs and expenses of holding such funds in trust


 






    	A-2-5



    	 



    

 


and of contacting such Certificateholders following the first
anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the
Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class.  Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.  The Pooling and Servicing
Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 






    	A-2-6



    	 



    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
The Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE


 






    	A-2-7



    	 



    

 


WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 






    	A-2-8



    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	May ___, 2016



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    	A-2-9



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________
	TEN
        ENT	-	as tenants by the entireties	 Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 





FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________






 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-2-10



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-11



    	 



    

 





EXHIBIT A-3


 


FORM OF CLASS R CERTIFICATE


 


CLASS R





 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates, 


Series
2016-C29, 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 INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY


 






    	A-3-1



    	 



    

 


ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN 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


 






    	A-3-2



    	 



    

 


RESPECT
TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE
AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT
OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL
NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED
ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC
RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    	A-3-3



    	 



    




 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: MAY 5, 2016

         

        FIRST DISTRIBUTION DATE: JUNE 17, 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


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Asset Representations Reviewer and the Operating Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 and are issued in
the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement,
as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder
is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing
Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 






    	A-3-5



    	 



    

 


Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d) and the Certificate Administrator is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person.”
The Certificate Administrator is also hereby irrevocably designated as the “representative” of each Trust REMIC within
the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 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. 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


 






    	A-3-8



    	 



    

 


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 so elect to purchase all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer
outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING HEREUNDER OR THEREUNDER RELATED HERETO OR THERETO,
THE RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PROVISIONS OF SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS


 






    	A-3-9



    	 



    

 


LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING AGREEMENT.


 






    	A-3-10



    	 



    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	May ___, 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-3-11



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________
	TEN
        ENT	-	as tenants by the entireties	 Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.









	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-3-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-13



    	 



    

 




EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






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MSBAM 2016-C29 


Mortgage Loan Schedule 


BANA


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	 	Loan

ID	 	Property
    Name 	 	Cut-off
    Date

    Balance	 	Address
    	 	City
    	 	State
    	 	Note
    Date	 	Maturity

     Date	 	Mortgage

    Rate 	 	Original
    Term

 to Maturity (mos.)
    	 	Remaining
    Term

 to Maturity (mos.)	 	Original
    

    Amortization 

    Term (mos.) 	 	ARD
    

    (Yes/No) 	 	Primary
    

    Servicing

    Fee Rate	 	Pari
    Passu

    Loan Primary 

Servicing

    Fee Rate
	BANA	 	1	 	Grove
    City Premium Outlets	 	$56,000,000	 	1911
    Leesburg Grove City Road	 	Grove
    City	 	PA	 	11/3/2015	 	12/1/2025	 	4.309%	 	120	 	115	 	0	 	No	 	0.00000%	 	0.00250%
	BANA	 	2	 	300
    Four Falls	 	$50,000,000	 	300
    Conshohocken State Road	 	West
    Conshohocken	 	PA	 	1/8/2016	 	2/1/2026	 	4.840%	 	120	 	117	 	0	 	No	 	0.00250%	 	0.00000%
	BANA	 	5	 	Green
    Valley Crossing	 	$30,000,000	 	635-745
    South Green Valley Parkway	 	Henderson	 	NV	 	10/29/2015	 	11/1/2025	 	4.522%	 	120	 	114	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	6	 	Sheraton
    Harborside Portsmouth	 	$29,903,463	 	250
    Market Street	 	Portsmouth	 	NH	 	12/3/2015	 	1/1/2026	 	4.396%	 	120	 	116	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	9	 	Le
    Meridien Cambridge MIT	 	$21,100,000	 	20
    Sidney Street	 	Cambridge	 	MA	 	11/25/2015	 	12/1/2020	 	4.933%	 	60	 	55	 	360	 	No	 	0.00000%	 	0.00500%
	BANA	 	12	 	Gulfport
    Premium Outlets	 	$16,670,000	 	10000
    Factory Shops Boulevard	 	Gulfport	 	MS	 	11/3/2015	 	12/1/2025	 	4.349%	 	120	 	115	 	0	 	No	 	0.00250%	 	0.00000%
	BANA	 	14	 	Port
    Orange Self Storage Portfolio	 	$16,000,000	 	 	 	 	 	 	 	4/5/2016	 	5/1/2026	 	4.550%	 	120	 	120	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	14.01	 	Jimmy
    Ann Depot	 	$6,413,248	 	810
    Jimmy Ann Drive	 	Daytona
    Beach	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	14.02	 	Bellnova
    Depot	 	$5,371,472	 	1325
    South Nova Road	 	Daytona
    Beach	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	14.03	 	Nova
    Depot	 	$4,215,280	 	3742
    Nova Road	 	Port
    Orange	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	18	 	Highland
    Technology Center	 	$12,000,000	 	550
    Highland Street	 	Frederick	 	MD	 	10/15/2015	 	11/1/2025	 	4.867%	 	120	 	114	 	360	 	No	 	0.06000%	 	0.00000%
	BANA	 	20	 	Heritage
    Marketplace Murrieta	 	$11,400,000	 	28007,
    28023, 28031, 28039, 28047 & 28055 Scott Road	 	Murrieta	 	CA	 	12/31/2015	 	1/1/2026	 	4.989%	 	120	 	116	 	360	 	No	 	0.05000%	 	0.00000%
	BANA	 	22	 	Wabash
    Landing Retail	 	$11,250,000	 	300
    and 316 East State Street	 	West
    Lafayette	 	IN	 	12/22/2015	 	1/1/2026	 	4.929%	 	120	 	116	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	23	 	Jefferson
    Place Apartments	 	$11,200,000	 	7975
    North Jefferson Place Circle	 	Baton
    Rouge	 	LA	 	1/29/2016	 	2/1/2021	 	4.759%	 	60	 	57	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	26	 	StorQuest
    - Port Chester, NY	 	$10,125,000	 	2
    Highland Street	 	Port
    Chester	 	NY	 	3/31/2016	 	4/1/2026	 	4.933%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	29	 	Legends
    of Memorial Apartments	 	$10,000,000	 	910
    & 915 Silber Road	 	Houston	 	TX	 	11/10/2015	 	12/1/2025	 	4.738%	 	120	 	115	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	32	 	Concourse
    Tech Park	 	$9,000,000	 	1953-1965
    Concourse Drive	 	San
    Jose	 	CA	 	1/8/2016	 	2/1/2026	 	4.689%	 	120	 	117	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	34	 	Summer
    Glen Apartments	 	$8,700,000	 	9624
    Rolling Rock Lane	 	Dallas	 	TX	 	12/14/2015	 	1/1/2026	 	4.799%	 	120	 	116	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	39	 	Toringdon
    Circle	 	$7,362,855	 	12206
    Copper Way	 	Charlotte	 	NC	 	12/11/2015	 	1/1/2026	 	4.656%	 	120	 	116	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	48	 	Walgreens
    - Chicago, IL	 	$6,050,000	 	3019
    West Peterson Avenue	 	Chicago	 	IL	 	2/26/2016	 	3/1/2026	 	4.924%	 	120	 	118	 	360	 	No	 	0.03250%	 	0.00000%
	BANA	 	49	 	StorQuest
    - New Haven, CT	 	$5,750,000	 	43
    River Street	 	New
    Haven	 	CT	 	3/31/2016	 	4/1/2026	 	4.933%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	51	 	La
    Quinta Inn – Dallas, TX	 	$5,469,617	 	2421
    Walnut Hill Lane	 	Dallas	 	TX	 	3/10/2015	 	4/1/2025	 	4.500%	 	120	 	107	 	300	 	No	 	0.00250%	 	0.00000%
	BANA	 	52	 	Ayers
    Street Self Storage	 	$5,400,000	 	5560
    Ayers Street	 	Corpus
    Christi	 	TX	 	3/7/2016	 	4/1/2023	 	5.480%	 	84	 	83	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	54	 	StorQuest
    - Stockton, CA	 	$5,250,000	 	1840
    East March Lane	 	Stockton	 	CA	 	2/11/2016	 	3/1/2026	 	4.850%	 	120	 	118	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	56	 	StorQuest
    - Tucson, AZ	 	$4,700,000	 	4555
    North 1st Avenue	 	Tucson	 	AZ	 	3/10/2016	 	4/1/2026	 	5.315%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	61	 	Rosewood
    MHC	 	$4,275,000	 	757
    98th Street SW	 	Albuquerque	 	NM	 	1/27/2016	 	2/1/2026	 	5.291%	 	120	 	117	 	360	 	No	 	0.00250%	 	0.00000%
	BANA	 	64	 	Longwood
    Self Storage	 	$3,900,000	 	460
    Florida Central Parkway	 	Longwood	 	FL	 	3/1/2016	 	3/1/2026	 	4.920%	 	120	 	118	 	360	 	No	 	0.00250%	 	0.00000%


 



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	MSBAM 2016-C29
	Mortgage Loan Schedule
	MSMCH


 


	Mortgage

Loan Seller	Loan 

ID	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	Maturity

 Date	Mortgage

Rate 	Original Term

to Maturity (mos.) 	Remaining Term

to Maturity (mos.)	Original 

Amortization 

Term (mos.) 	ARD 

(Yes/No) 	Primary 

Servicing

Fee Rate	Pari Passu


Loan Primary 

Servicing

Fee Rate
	MSMCH	3	Penn Square Mall 	$46,600,000	1901 Northwest Expressway	Oklahoma City	OK	12/22/2015	1/1/2026	3.842%	120	116	0	No	0.00000%	0.00250%
	MSMCH	7	One Canal Place	$25,800,000	365 Canal Street	New Orleans 	LA	2/23/2016	3/1/2026	4.460%	120	118	360	No	0.00250%	0.00000%
	MSMCH	8	Radisson Hotel Freehold	$21,373,901	50 Gibson Place	Freehold	NJ	11/18/2015	12/1/2025	4.925%	120	115	360	No	0.00250%	0.00000%
	MSMCH	10	Autumn Ridge Apartments	$19,800,000	119 Sycamore Drive 	Park Forest	IL	3/31/2016	4/1/2026	4.820%	120	119	360	No	0.00250%	0.00000%
	MSMCH	11	MeadowCreek Apartments	$18,975,341	3321 South Cheekwood Lane	Bloomington	IN	4/1/2016	4/1/2026	4.580%	120	119	360	No	0.00250%	0.00000%
	MSMCH	15	Barringer Technology Center	$15,506,861	 	 	 	10/8/2015	11/1/2025	4.610%	120	114	360	No	0.03000%	0.00000%
	MSMCH	15.01	Barringer Foreman Technology Center	$8,458,559	14141 Airline Highway, Buildings 3 & 4	Baton Rouge	LA	 	 	 	 	 	 	 	 	 
	MSMCH	15.02	Barringer Crossing II	$7,048,303	14111 Airline Highway	Baton Rouge	LA	 	 	 	 	 	 	 	 	 
	MSMCH	16	Princeton Pike Corporate Center	$15,000,000	100, 989, 993, 997, 1000, 1009, 1200, and 2000 Lenox Drive	Lawrence Township	NJ	12/23/2015	1/1/2026	4.673%	120	116	360	No	0.00000%	0.00500%
	MSMCH	19	4th & Union	$11,800,000	4250 NE 4th Street	Renton	WA	4/14/2016	5/1/2026	4.800%	120	120	360	No	0.00250%	0.00000%
	MSMCH	21	Central Park Apartments	$11,400,000	11 Fir Street	Park Forest	IL	3/31/2016	4/1/2026	4.820%	120	119	360	No	0.00250%	0.00000%
	MSMCH	24	The Preserve at Mesa Hills	$10,400,000	601 South Mesa Hills Drive	El Paso 	TX	4/7/2016	5/1/2026	4.990%	120	120	360	No	0.00250%	0.00000%
	MSMCH	27	Killeen Power Center	$10,087,455	1908, 2000 and 2002 East Central Texas Expressway	Killeen	TX	3/31/2016	4/1/2026	4.820%	120	119	360	No	0.04250%	0.00000%
	MSMCH	30	Inwood Grove Apartments	$9,536,821	7302 Alabonson Road	Houston	TX	4/1/2016	4/1/2026	5.140%	120	119	360	No	0.06000%	0.00000%
	MSMCH	35	River Oaks Apartments	$8,468,770	101 South Twin Creek Drive	Killeen	TX	1/21/2016	2/1/2026	4.920%	120	117	360	No	0.00250%	0.00000%
	MSMCH	36	West Highland Shopping Center	$8,100,000	6538-6544 West Thomas Road	Phoenix	AZ	3/30/2016	4/1/2026	5.070%	120	119	360	No	0.00250%	0.00000%
	MSMCH	37	Brazie Industrial Portfolio	$7,990,892	 	 	 	3/2/2016	4/1/2026	5.290%	120	119	360	No	0.00250%	0.00000%
	MSMCH	37.01	San Rafael	$4,045,389	18055 NE San Rafael Street	Gresham	OR	 	 	 	 	 	 	 	 	 
	MSMCH	37.02	Yamhill	$3,945,503	111-115 SE Yamhill Street	Portland	OR	 	 	 	 	 	 	 	 	 
	MSMCH	42	Allen Tech Center	$6,806,250	500 West Bethany Drive	Allen	TX	3/17/2016	4/5/2026	5.090%	120	119	360	No	0.00250%	0.00000%
	MSMCH	43	Mallards Landing	$6,725,000	2514 Mallards Landing	Columbus	OH	2/18/2016	3/1/2026	4.720%	120	118	360	No	0.00250%	0.00000%
	MSMCH	44	Westwood Apartments	$6,491,747	2010 West Broad Avenue	Albany	GA	4/1/2016	4/1/2026	4.700%	120	119	360	No	0.00250%	0.00000%
	MSMCH	59	Bulverde Crossing	$4,455,000	17910 Bulverde Road	San Antonio	TX	3/17/2016	4/1/2026	5.420%	120	119	0	No	0.00250%	0.00000%
	MSMCH	63	Czarny Chicago Retail Portfolio	$3,940,000	 	 	 	8/17/2015	9/1/2025	4.610%	120	112	0	No	0.02000%	0.00000%
	MSMCH	63.01	Skokie - Mattress Firm	$2,021,000	9540 Skokie Boulevard	Skokie	IL	 	 	 	 	 	 	 	 	 
	MSMCH	63.02	Lake Zurich - Sleepy’s and Vitamin Shoppe	$1,919,000	440 S. Rand Road	Lake Zurich	IL	 	 	 	 	 	 	 	 	 
	MSMCH	66	Friendswood Shopping Center	$3,600,000	301 West Parkwood Avenue	Friendswood	TX	3/30/2016	4/1/2026	4.900%	120	119	360	No	0.04250%	0.00000%
	MSMCH	68	Pelican Point Commerce Center	$2,779,359	8184 Highway 44	Gonzales	LA	10/8/2015	11/1/2025	4.740%	120	114	360	No	0.08000%	0.00000%


 






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	MSBAM 2016-C29	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	 	Loan ID	 	Property Name 	 	Cut-off Date

Balance	 	 	 	Address 	 	City 	 	State 	 	Note Date	 	Maturity

 Date	 	Mortgage

Rate 	 	Original Term

to Maturity (mos.) 	 	Remaining Term

to Maturity (mos.)	 	Original 

Amortization 

Term (mos.) 	 	ARD 

(Yes/No) 	 	Primary 

Servicing

Fee Rate	 	Pari Passu

Loan Primary Servicing

Fee Rate
	SMF III	 	13	 	696 Centre	 	$16,600,000	 	 	 	27555 Farmington Road	 	Farmington Hills	 	MI	 	12/15/2015	 	1/6/2026	 	4.938%	 	120	 	116	 	360	 	No	 	0.05000%	 	0.00000%
	SMF III	 	17	 	Marshall Plaza	 	$13,600,000	 	 	 	707-815 West 2nd Street	 	San Bernardino	 	CA	 	3/16/2016	 	4/6/2026	 	5.250%	 	120	 	119	 	360	 	No	 	0.02250%	 	0.00000%
	SMF III	 	25	 	Residence Inn Greenville	 	$10,348,478	 	 	 	1820 West 5th Street	 	Greenville	 	NC	 	3/24/2016	 	4/6/2026	 	5.415%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	SMF III	 	28	 	Crossings at Halls Ferry	 	$10,028,113	 	 	 	10805 Old Halls Ferry Road and 10910, 10914 & 10940 New Halls Ferry Road	 	Ferguson	 	MO	 	2/25/2016	 	3/6/2026	 	5.195%	 	120	 	118	 	360	 	No	 	0.05250%	 	0.00000%
	SMF III	 	31	 	East Hills Portfolio	 	$9,481,636	 	 	 	 	 	 	 	 	 	1/6/2016	 	1/6/2026	 	5.032%	 	120	 	116	 	345	 	No	 	0.04250%	 	0.00000%
	SMF III	 	31.01	 	East Hills Plaza	 	$6,023,627	 	 	 	1513 Scalp Avenue	 	Johnstown	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.02	 	Blairsville Center	 	$1,041,120	 	 	 	162 Resort Plaza Drive	 	Blairsville	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.03	 	Sidman Dollar General	 	$609,800	 	 	 	540 Locust Street	 	Sidman	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.04	 	Sheridan Street Dollar General	 	$513,124	 	 	 	340 Sheridan Street	 	Johnstown	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.05	 	Goucher Street Dollar General	 	$461,068	 	 	 	300 Goucher Street	 	Johnstown	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.06	 	Central City Dollar General	 	$416,449	 	 	 	645 Main Street	 	Central City	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	31.07	 	East Conemaugh Dollar General	 	$416,449	 	 	 	175 1st Street	 	East Conemaugh	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38	 	Pangea 12	 	$7,500,000	 	 	 	 	 	 	 	 	 	1/13/2016	 	2/6/2026	 	4.850%	 	120	 	117	 	0	 	No	 	0.00250%	 	0.00000%
	SMF III	 	38.01	 	6224 South Dr Martin Luther King Jr Drive	 	$1,151,877	 	 	 	6224 South Dr Martin Luther King Jr Drive	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.02	 	8456-8458 South Wabash Avenue	 	$742,321	 	 	 	8456-8458 South Wabash Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.03	 	8101 South Drexel Avenue	 	$627,133	 	 	 	8101 South Drexel Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.04	 	5758 South Wabash Avenue	 	$588,737	 	 	 	5758 South Wabash Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.05	 	7939 South Dobson Avenue	 	$435,154	 	 	 	7939 South Dobson Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.06	 	7829 South Phillips Avenue	 	$435,154	 	 	 	7829 South Phillips Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.07	 	41-53 East 156th Street	 	$435,154	 	 	 	41-53 East 156th Street	 	Harvey	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.08	 	8345-8349 South Drexel Avenue	 	$396,758	 	 	 	8345-8349 South Drexel Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.09	 	7955 South Calumet Avenue	 	$383,959	 	 	 	7955 South Calumet Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.10	 	14122 South School Street	 	$383,959	 	 	 	14122 South School Street	 	Riverdale	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.11	 	1573 East State Street	 	$358,362	 	 	 	1573 East State Street	 	Calumet City	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.12	 	7240 South Yates Avenue	 	$358,362	 	 	 	7240 South Yates Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.13	 	14127 South School Street	 	$345,563	 	 	 	14127 South School Street	 	Riverdale	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.14	 	10425-10429 South Vernon Avenue	 	$332,765	 	 	 	10425-10429 South Vernon Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.15	 	7053 South St Lawrence Avenue	 	$307,167	 	 	 	7053 South St Lawrence Avenue	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	38.16	 	11143 South Martin Luther King Jr Drive	 	$217,577	 	 	 	11143 South Dr Martin Luther King Jr Drive	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	41	 	Hampton Inn & Suites Ringgold 	 	$6,992,495	 	 	 	6875 Battlefield Parkway	 	Ringgold	 	GA	 	3/29/2016	 	4/6/2026	 	5.610%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	SMF III	 	47	 	Metro Gateway	 	$6,080,000	 	 	 	3331 West Peoria Avenue	 	Phoenix	 	AZ	 	3/30/2016	 	4/6/2021	 	5.553%	 	60	 	59	 	360	 	No	 	0.00250%	 	0.00000%
	SMF III	 	50	 	Park Avenue Plaza	 	$5,500,000	 	 	 	4022 Tampa Road	 	Oldsmar	 	FL	 	3/24/2016	 	4/6/2026	 	5.320%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%
	SMF III	 	53	 	Barcelone Plaza	 	$5,333,439	 	 	 	8751 West Charleston Boulevard	 	Las Vegas	 	NV	 	2/24/2016	 	3/6/2026	 	5.250%	 	120	 	118	 	300	 	No	 	0.00250%	 	0.00000%
	SMF III	 	55	 	Heritage Square	 	$4,938,875	 	 	 	3130, 3220 & 3330 East Tulare Street	 	Fresno	 	CA	 	2/10/2016	 	3/6/2026	 	5.045%	 	120	 	118	 	360	 	No	 	0.05250%	 	0.00000%
	SMF III	 	60	 	Walgreens Chula Vista	 	$4,290,432	 	 	 	1101 3rd Avenue 	 	Chula Vista	 	CA	 	2/26/2016	 	3/6/2026	 	5.093%	 	120	 	118	 	360	 	No	 	0.00250%	 	0.00000%
	SMF III	 	62	 	Rite Aid - Pasco	 	$3,943,662	 	 	 	215 North 4th Avenue	 	Pasco	 	WA	 	3/10/2016	 	4/6/2026	 	5.303%	 	120	 	119	 	300	 	No	 	0.00250%	 	0.00000%
	SMF III	 	65	 	Comfort Suites Yakima 	 	$3,794,389	 	 	 	3702 Fruitvale Boulevard	 	Yakima	 	WA	 	3/23/2016	 	4/6/2026	 	5.850%	 	120	 	119	 	300	 	No	 	0.00250%	 	0.00000%
	SMF III	 	67	 	Homecroft MHP	 	$3,100,000	 	 	 	4015 Tower Avenue	 	Superior	 	WI	 	3/29/2016	 	4/6/2026	 	5.260%	 	120	 	119	 	360	 	No	 	0.00250%	 	0.00000%


 






     B-4


     


    






 







	MSBAM 2016-C29	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 
	KeyBank	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	Loan ID	Property Name 	Cut-off Date

    Balance	 	Address 	City 	State 	Note Date	Maturity

     Date	Mortgage

    Rate 	Original Term

    to Maturity (mos.) 	Remaining Term

    to Maturity (mos.)	Original 

    Amortization 

    Term (mos.) 	ARD 

    (Yes/No) 	Primary 

    Servicing

    Fee Rate	Pari Passu

    Loan Primary

Servicing

Fee Rate
	KeyBank	4	Reger
    Industrial Portfolio	$31,742,419	 	 	 	 	3/31/2016	4/1/2026	5.230%	120	119	300	No	0.01000%	0.00000%
	KeyBank	4.01	375 Metropolitan Drive	$8,854,611	 	375 Metropolitan Drive	West Columbia	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.02	3191 Ashley Phosphate Road	$6,555,348	 	3191 Ashley Phosphate Road	North Charleston	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.03	2500 Saint Matthews Road	$6,380,632	 	2500 Saint Matthews Road	Orangeburg	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.04	220 Commerce Road	$4,186,197	 	220 Commerce Road	Greenville	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.05	3130 Bluff Road	$2,886,310	 	3130 Bluff Road	Columbia	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.06	227 Browntown Road	$2,096,593	 	227 Browntown Road	Bishopville	SC	 	 	 	 	 	 	 	 	 
	KeyBank	4.07	31 Plowden Mill Road	$782,728	 	31 Plowden Mill Road	Sumter	SC	 	 	 	 	 	 	 	 	 
	KeyBank	33	Best Buy Metairie	$8,879,172	 	6205 Veterans Memorial Boulevard	Metairie	LA	2/29/2016	3/1/2026	4.850%	120	118	360	No	0.01000%	0.00000%
	KeyBank	40	Courtyard by Marriott Layton	$7,236,736	 	1803 Woodland Park Drive	Layton	UT	3/23/2016	4/1/2026	5.280%	120	119	360	No	0.01000%	0.00000%
	KeyBank	45	Joplin
    Hospitality Portfolio	$6,165,209	 	 	 	 	11/6/2015	12/1/2025	5.000%	120	115	240	No	0.01000%	0.00000%
	KeyBank	45.01	Comfort Inn and Suites Joplin	$3,991,578	 	3400 South Range Line Road	Joplin	MO	 	 	 	 	 	 	 	 	 
	KeyBank	45.02	Quality Inn Joplin	$2,173,632	 	3325 South Arizona Avenue	Joplin	MO	 	 	 	 	 	 	 	 	 
	KeyBank	46	Midway Industrial Park	$6,140,000	 	3502, 3520, 3540, 3550 Kurtz Street &
    3501, 3505, 3511 Hancock Street	San Diego	CA	3/24/2016	4/1/2026	4.990%	120	119	0	No	0.01000%	0.00000%
	KeyBank	57	Berger
    Self Storage Portfolio	$4,690,000	 	 	 	 	4/1/2016	4/1/2026	5.030%	120	119	360	No	0.05000%	0.00000%
	KeyBank	57.01	Berger Self Storage Portfolio - Lake
    Orion	$1,710,000	 	180 West Church Street	Lake Orion	MI	 	 	 	 	 	 	 	 	 
	KeyBank	57.02	Berger Self Storage Portfolio - Kentwood	$1,650,000	 	4570 36th Street Southeast 	Kentwood	MI	 	 	 	 	 	 	 	 	 
	KeyBank	57.03	Berger Self Storage Portfolio - Albion
    South	$490,000	 	2222 East Michigan Avenue	Albion	MI	 	 	 	 	 	 	 	 	 
	KeyBank	57.04	Berger Self Storage Portfolio - Albion
    North	$490,000	 	28996 C Drive North	Albion	MI	 	 	 	 	 	 	 	 	 
	KeyBank	57.05	Berger Self Storage Portfolio - Oxford	$350,000	 	55 Mill Street	Oxford	MI	 	 	 	 	 	 	 	 	 
	KeyBank	58	Winslow Plaza	$4,620,000	 	542 Berlin-Cross Keys Road	Sicklerville	NJ	11/24/2015	12/1/2025	4.820%	120	115	360	No	0.01000%	0.00000%
	KeyBank	69	Valley Mobile Home Park	$1,311,497	 	502 Crayton Street	Corpus Christi	TX	3/30/2016	4/1/2026	5.260%	120	119	360	No	0.01000%	0.00000%




 






     B-5


     


    



 


 


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-C29 


             [OR
OTHER CERTIFICATE REGISTRAR]


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention:
 Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of May 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
(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 Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered
Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum related to such
Offered Private Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


 


4.          The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities 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.


 






    	Exhibit C-2



    	 



    

 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser
as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with
all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on the Certificate
and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees
to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as
the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.


 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to 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


 




 


 





** Each Purchaser must include
one of the two alternative certifications.


 


*** Does not apply to a transfer
of Class R Certificates.


 






    	Exhibit C-3



    	 



    

 


provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


8.            Please
make all payments due on the Certificates:****


 


☐          (a)           by wire
transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	 	 	 
	Bank:	 	 	 
	ABA #:	 	 
	Account #:	 
	Attention:	 



 


☐          (b)           by mailing
a check or draft to the following address:


 


	 
	 
	 



 


9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.








	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 


 


 


****  Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.





 






    	Exhibit C-4



    	 



    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


Wells
Fargo Center 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services (CMBS) – 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29 (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-C29, Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-C29



 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	)





 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: of (i) the United States, any State or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit),


 






    	Exhibit D-1-1



    	 



    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:





 


(i)          the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)        the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


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


 






    	Exhibit D-1-2



    	 



    

 


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 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


 






    	Exhibit D-1-3



    	 



    

 


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-C29






			[OR OTHER
                                         CERTIFICATE REGISTRAR]



 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee and has no actual knowledge or reason to know that the Transferee’s statements in the Transferee Affidavit are
false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable


 






    	Exhibit D-2-1



    	 



    

 


for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



    	Exhibit D-2-2



    	 



    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan Information
	 
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	 
	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	9062
        Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        Morgan
        Stanley Bank of America Merrill Lynch Trust 2016-C29

         

	 	Custodian Mortgage File
    No.:	 
	
	 
	Depositor
	 
	 	Name:	Morgan Stanley Capital I Inc.
	 	 	 
	 	Address:	Morgan
        Stanley Capital I Inc.

        1585 Broadway

        New York, New York 10036

        Attention:  Jane Lam

        


 






    	Exhibit E-1



    	 



    

 


	 	Certificates:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29







 


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-C29, Commercial Mortgage Pass-Through Certificates,
Series 2016-C29, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, relating to Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 (the “Pooling
and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 






    	Exhibit E-2



    	 



    

 





	 	 	 
	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 






    	Exhibit E-3



    	 



    

 



EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


Wells
Fargo Center


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services (CMBS) – 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29[OR OTHER CERTIFICATE REGISTRAR] 


 


Morgan
Stanley Capital I Inc.


1585
Broadway


New
York, New York 10036


Attention: 
Jane Lam


 


		Re:	Transfer
                                         of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


Ladies and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class [_]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and
Servicing Agreement”), and executed in connection with the above-referenced transaction. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.     
The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code,
or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf
of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance


 






    	Exhibit F-1-1



    	 



    

 


company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances
that would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.     The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: ______________	 	 



 






    	Exhibit F-1-2



    	 



    

  


 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS V and class R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator


Wells
Fargo Center


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services (CMBS) – 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29[OR OTHER CERTIFICATE REGISTRAR] 


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


Ladies and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Bank of
America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, [Class V][Class R] Certificates
(the “[Class V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated
as of May 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such [Class V][Class R] Certificate.


 


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



    	 



    

 





 



	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating Advisor /
Asset Representations Reviewer	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Morgan Stanley Capital I Inc.	 	 	 	Wells Fargo Bank, National Association	 	 	 	Rialto Capital Advisors, LLC	 	 	 	Park Bridge Lender Services LLC	 	 	 
	 	 	 	1585 Broadway	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 	790 NW 107th Avenue, Suite 400	 	 	 	560 Lexington Avenue, 17th Floor	 	 	 
	 	 	 	New York, NY 10036	 	 	 	Charlotte, NC 28202	 	 	 	Miami, FL 33172	 	 	 	New York, NY 10022	 	 	 
	 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: General Information Number	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact: Thekla Salzman	 	 	 	Contact:              David Rodgers	 	 	 
	 	 	 	Phone Number: (212) 761-4000	 	 	 	Phone Number: (866) 898-1615	 	 	 	Phone Number: (305) 229-6465	 	 	 	Phone Number:   (212) 310-9821	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please
        visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register
        online for email notification when special notices are posted. For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 1 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class (2)	 	CUSIP	Pass-
 Through
 Rate	Original
 Balance	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	 

                     (1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 



    	Page 3 of 24



    	 



    



 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00    	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	  	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Available Distribution Amount (1)	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal

    Reduction

    Effected	 	 	Cumulative

    ASER

    Amount	 	 	Most
    Recent

    App. Red.

    Date	 	 	 
	 	 	 	Controlling
    Class Information	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling Class:
    H	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective as of:
    mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment
    Premiums .	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds
    Collected	 	 	 	Total Funds
    Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid
    or advanced	0.00	 	 	Master Servicing
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions
    due to Non-Recoverability Determinations	0.00	 	 	Trustee Fee -
    Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Royalty
    License Fee	0.00	 	 
	 	Net Prepayment
    Interest Shortfall	0.00	 	 	Operating Advisor
    Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment
    Interest Excess	0.00	 	 	Asset Representations
    Reviewer Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Extension Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	 	 	 	 
	 	Total Interest
    Collected	 	0.00	 	Additional
    Trust Fund Expenses:	 	 	 
	 	 	 	 	 	Reimbursement
    for Interest on Advances	0.00	 	 
	 	Principal:	 	 	 	ASER Amount	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Special Servicing
    Fee	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Rating Agency
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Attorney Fees
    & Expenses	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Taxes Imposed
    on Trust Fund	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Non-Recoverable
    Advances	0.00	 	 
	 	Curtailments	0.00	 	 	Other Expenses	0.00	 	 
	 	Negative Amortization	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Principal Adjustments	0.00	 	 	 	 	 	 
	 	Total Principal
    Collected	 	0.00	 	Interest Reserve
    Deposit	 	0.00	 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to
    Certificateholders & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option
    Extension Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 
	 	Equity Payments
    Received	0.00	 	 	Borrower Option
    Extension Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Equity Payments
    Paid	0.00	 	 
	 	Total Other
    Collected	 	0.00	 	Net Swap Counterparty
    Payments Paid	0.00	 	 
	 	Total Funds
    Collected	 	0.00	 	Total Payments
    to Certificateholders & Others	 	0.00	 
	 	 	 	 	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type (1)	 	State   (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 								 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	Anticipated Remaining Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

Balance	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 	Anticipated Remaining

Term (2)	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Amortization Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Amortization	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	Note Rate	 	Term	loans	Balance	Bal.	 (2)	 WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 				% of				 	 	 	 	 	 	 	 	 
	 	Note	# of	Scheduled	Agg	WAM	 	Weighted	 	 	 	 	 	 	 	 	 
	 	 Rate	 loans	 Balance	Bal.	(2)	WAC	Avg DSCR (3)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Stated	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	 	 	 	 	 	 	 	 	Term	 loans	Balance	Bal.	 (2)	WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





    	Page 8 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Age of Most Recent NOI	 	Debt Service Coverage
    Ratio (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Age
of Most


Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (3)	 	Debt Service
 Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as
disclosed in the offering document.	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.	 
	 	(3) Debt Service Coverage Ratios
are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR
provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer, information from the offering
document is used. The DSCRs reported by the Master Servicer may be based on a period of less than 12 months. Regardless, DSCRs
are normalized based on the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement.
The Certificate Administrator makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    

 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 

	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 
	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures
in their loan level reporting.
	
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    









 


	 	 	 	 
		Morgan Stanley
    Bank of America Merrill Lynch Trust 2016-C29

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16





	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-  Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	 Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-  One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-  Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	 Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-  Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	 Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	 Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-  Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-  Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-  Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-  Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24



    	 



    


 







 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19
                                                                                                                                                                           of 24



    	 



    



 






	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley
Bank of America Merrill Lynch Trust 2016-C29

Commercial Mortgage Pass-Through Certificates

Series 2016-C29	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	6/17/16
	8480 Stagecoach Circle	Record Date:	5/31/16
	Frederick, MD 21701-4747	Determination Date:	6/13/16



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	Other Disclosable Special Servicer Fees	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    


 







EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and
valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust,
National Association, as Trustee for the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29,
Commercial Mortgage Pass-Through Certificates, Series 2016-C29” (the “Assignee”), having an office
at 1100 North Market Street Wilmington, Delaware 19890, Attn: Account Name MSBAM 2016-C29, 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-C29


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 






 


*     Select
appropriate depository.


 






    	Exhibit I-1



    	 



    

 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 


  





cc:
Morgan Stanley Capital I Inc.


 





 



 





**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit I-2



    	 



    

  


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 








 



 





*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit J-1



    	 



    

 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 




	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 





  


cc: Morgan
Stanley Capital I Inc.


 






    	Exhibit J-2



    	 



    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 





 






 


*     Select
appropriate depository.



 






    	Exhibit K-1



    	 



    

 


commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 





  


cc: Morgan
Stanley Capital I Inc.


 






    	Exhibit K-2



    	 



    

  


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113 


Attention:
Corporate Trust Services (CMBS) 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 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-C29


 


Re:         Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class [__]


 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 





 






 


*     Select
appropriate depository.


 






    	Exhibit M-1



    	 



    

 



 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 







	 	
        [Insert Name of Transferor]

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 


 


cc: Morgan
Stanley Capital I Inc.


 





 



 


**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit M-2



    	 



    

  


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29


 


Re:
        Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29,
Class [__]


 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 







 



 


*     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit N-1



    	 



    




 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 




	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









Dated: _______


 


cc: Morgan
Stanley Capital I Inc.


 






    	Exhibit N-2



    	 



    

  


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


Sixth
Street and Marquette Avenue


Minneapolis,
Minnesota 55479-0113


Attention:
Corporate Trust Services (CMBS)


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29


 


Re:        Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class [__]


 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate


 






    	Exhibit O-1



    	 



    

 


Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated: _______


 


cc: Morgan
Stanley Capital I Inc.


 






    	Exhibit O-2



    	 



    

  


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 


trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class Certificates


 


In
accordance with the Pooling and Servicing Agreement, dated as of May 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: Morgan Stanley
Capital I Inc.


 






    	Exhibit P-1A-2



    	 



    

  


EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street,

    14th Floor

    Charlotte, North Carolina  28202

    Attention:  MSBAM 2016-C29 Asset Manager	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-C29 Series 2016-C29
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, NY 10016

    Attention:  MSBAM 2016-C29-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-C29

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com	Wilmington Trust, National Association 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        CMBS
Trustee – MSBAM 2016-C29 

        Email:
cmbstrustee@wilmingtontrust.com

         

         



		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of May 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.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website


 






    	Exhibit P-1B-1



    	 



    

 


[and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	Exhibit P-1B-2



    	 



    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
    Certificateholder][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: _______ 


cc: Morgan Stanley
Capital I Inc.


 






    	Exhibit P-1B-3



    	 



    

  


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells Fargo Bank,
National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank,
National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class Certificates


 


In
accordance with the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


5.          The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution


 






    	Exhibit P-1C-1



    	 



    

 


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.


 


	 	[Certificateholder,
beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative of
the foregoing)]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit P-1C-2



    	 



    

 


Dated: _______


cc: Morgan Stanley
Capital I Inc.


 






    	Exhibit P-1C-3



    	 



    

  


EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street,

    14th Floor

    Charlotte, North Carolina  28202

    Attention:  MSBAM 2016-C29 Asset Manager	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-C29 Series 2016-C29
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, NY 10016

    Attention:  MSBAM 2016-C29-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-C29

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com	Wilmington Trust, National Association

        1100
North Market Street

        Wilmington,
Delaware 19890

        CMBS
Trustee – MSBAM 2016-C29

        Email:
cmbstrustee@wilmingtontrust.com 

         

	 	 


Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class Certificates


 


In
accordance with the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 






    	Exhibit P-1D-1



    	 



    

 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the Prospectus.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient


 






    	Exhibit P-1D-2



    	 



    

 


internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: _______ 


cc: Morgan Stanley
Capital I Inc.


 






    	Exhibit P-1D-3



    	 



    

  


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street,

    14th Floor

    Charlotte, North Carolina  28202

    Attention:  MSBAM 2016-C29 Asset Manager	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-C29 Series 2016-C29
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, NY 10016

    Attention:  MSBAM 2016-C29-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-C29

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com	Wilmington Trust, National Association

        1100
North Market Street

        Wilmington,
Delaware 19890

        CMBS
Trustee – MSBAM 2016-C29

        Email:
cmbstrustee@wilmingtontrust.com

         

         



Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class Certificates


 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY BANK OF AMERICA
MERRILL LYNCH TRUST 2016-C29, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C29, REQUIRING ACTION BY YOU AS THE RECIPIENT
PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 






    	Exhibit P-1E-1



    	 



    

 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 





[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such


 






    	Exhibit P-1E-2



    	 



    

 


Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless


 






    	Exhibit P-1E-3



    	 



    

 


and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
    Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





Dated: _______ 


cc: Morgan Stanley
Capital I Inc.


 






    	Exhibit P-1E-4



    	 



    

  


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Morgan Stanley Bank of America
Merrill Lynch Trust Series 2016-C29

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 2016-C29 Series 2016-C29

         



		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


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-C29 securitization should be revoked as to
such users:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 




 





4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing
Certificateholder][Holder of the majority


	 	 	of the Controlling Class][Controlling Class 
	 	 	 Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
 Title:
	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: Morgan Stanley
Capital I Inc.	 	 




 


The undersigned hereby
acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION,

Certificate Administrator


 


	 	 
	Name:
	Title:




 






    	Exhibit P-1F-2



    	 



    

  


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street,

    14th Floor

    Charlotte, North Carolina  28202

    Attention:  MSBAM 2016-C29 Asset Manager	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-C29 Series 2016-C29
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, NY 10016

    Attention:  MSBAM 2016-C29-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-C29

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com	Wilmington Trust, National Association 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        CMBS
Trustee – MSBAM 2016-C29 

        Email:
cmbstrustee@wilmingtontrust.com

         

         



Re:     Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, Class [__]
Certificates


 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to


 






    	Exhibit P-1G-1



    	 



    

 


each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[Directing
                                         Certificateholder]



	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	Dated: _______	 	 
	cc: Morgan Stanley
Capital I Inc.	 	 




 






    	Exhibit P-1G-2



    	 



    

 



EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C29


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial
Mortgage Pass-Through Certificates, Series 2016-C29



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2016 (the
“Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.          has provided the
Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has access to the
Depositor’s 17g-5 website; and


 


c.          agrees that the
confidentiality agreement attached as Annex A hereto shall be applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s
Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    Exhibit P-2-1 


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Morgan Stanley Capital I Inc. (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage
Pass-Through Certificates, Series 2016-C29 (the “Certificates”) pursuant to the Pooling and Servicing Agreement,
dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I 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: 


 


Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036


Attention: Jane Lam


  




    Exhibit P-2-4 


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C29


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial
Mortgage Pass-Through Certificates, Series 2016-C29



 


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 May 1, 2016 (the
“Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction, with respect
to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Asset Reviewers, LLC, BlackRock Financial Management,
Inc., Trepp, LLC, Bloomberg, L.P., Thomson Reuters Corporation, CMBS.com, Inc., Intex Solutions, Inc. or Markit Group Limited,
or such other market data provider chosen by the Depositor that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1 


     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2 


     


    

 


EXHIBIT Q-1


 





INITIAL CUSTODIAN CERTIFICATION/EXCEPTION REPORT







 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29,
Commercial Mortgage Pass-Through Certificates, Series 2016-C29



  


Ladies and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), and executed in connection with the above-referenced transaction, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(b) or (c), as applicable, of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (A) subject to the final proviso of the definition
of “Mortgage File” in the Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement,
all documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the
definition of “Mortgage File” are in its possession, (B) the documents listed in clause (A) have been
reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and
(C) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  




    	Exhibit Q-1-1



    	 



    

 





EXCEPTIONS


 


[_____]


 






    	Exhibit Q-1-2



    	 



    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN
SELLER’S NOTICE ADDRESS]


 




    	Exhibit Q-1-3



    	 



    

  


Morgan Stanley Capital I Inc. 


1585 Broadway


New York, New York 10036


Attention:  Jane Lam


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


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-C29


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services– MSBAM 2016-C29


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C29-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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29


 


Ladies and Gentlemen:


 


In accordance with Section 2.02 of
the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), and executed
in connection with the above-referenced transaction, the undersigned, as Custodian, hereby certifies that, except as noted on the
attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(b) or (c), as applicable,
of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and has determined that (A) subject to the final proviso of the definition of “Mortgage File” in the
Pooling and Servicing Agreement and Section 2.01 of the Pooling and Servicing Agreement, all documents specified in clauses (i),
(ii), (iv), (v), (vi), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to the
Pooling and Servicing Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage
File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s behalf) to be required pursuant
to the Pooling and Servicing Agreement, are in its possession, (B) the documents listed in clause (A) have been reviewed
by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, (C) based
on such examination and only as to the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity date, the street
address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately
reflects the information contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed as provided
in clause (i) of the definition of “Mortgage File”.


 


Capitalized words and phrases used
herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    	Exhibit Q-2-1



    	 



    




 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    	Exhibit Q-2-2



    	 



    

 


EXCEPTIONS


 


[_____]


 






    	Exhibit Q-2-3



    	 



    

  


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 






    	Exhibit Q-2-4



    	 



    

 





Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036


Attention:  Jane Lam


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


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



 



    	Exhibit Q-2-5



    	 



    

 


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


 


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-C29


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust  Services – MSBAM 2016-C29


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C29-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

MAC D1086-120 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 - Asset Manager

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 May 1, 2016 (the “Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust
2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, 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.


 






    	Exhibit R-1-1



    	 



    

 





		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.
	 	 	 



		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that (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.
	 	 	 




 






    	Exhibit R-1-2



    	 



    

 


		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;
	 	 	 



		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;
	 	 	 



 






    	Exhibit R-1-3



    	 



    

 


		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
                                         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.


 






    	Exhibit R-1-4



    	 



    

 


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-1-5



    	 



    

 


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-C29, 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-C29
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	 	 
	 	Address:	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 



 






    	Exhibit R-1-6



    	 



    

 


STATE OF DELAWARE)

) ss.:

COUNTY OF )


 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	 
	 	Notary signature
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 
	 	 



 






    	Exhibit R-1-7



    	 



    

 


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 May 1, 2016 (the “Agreement”), relating to Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, 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 



 






    Exhibit R-2-1 


     


    

 





			 or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure,
                                                              actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other
                                                              tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in
                                                              support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.




 


		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to
dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind regarding the Loans and the Properties.



 


		4.	Obtain an interest therein and/or building thereon, as 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 May 5, 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
	 	 	 	 
	 	 	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  


 


	Loan	Companion
    Holder
	 

        

        300
        Four Falls

         
	  

        Note
        A-2

          

        Bank
        of America, National Association

          

        NOTICE
        ADDRESS:

          

        Bank
of America, N.A. 

        NC1-027-15-01 

        214
North Tryon Street 

        Charlotte,
North Carolina 28255 

        Attention:
Steven L. Wasser 

        Email:
        steve.l.wasser@baml.com

          

        with
a copy to: 

         

        Bank
of America Corporation

        NC1-027-20-05 

        214
North Tryon Street, 20th Floor 

        Charlotte,
North Carolina 28255 

        Attention:
W. Todd Stillerman, Esq. 

        Email:
william.stillerman@bankofamerica.com

         

	 

        

        Grove
        City Premium Outlets

         
	 

        

        Note
A-1 

         

        Wells
Fargo Bank, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2015-UBS8 

         

        NOTICE
        ADDRESS:

         

Wells Fargo Bank, National Association

9062 Old Annapolis Road 

        Columbia,
Maryland 21045 

        Attention:
        Corporate Trust Services – MSBAM

        2015-UBS8

        

        (With
a copy to 

trustadministrationgroup@wellsfargo.com; 

cts.cmbs.bond.admin@wellsfargo.com)

         




 




    Exhibit S-1


     

    

 






 


	 

         

        

         
	Note
A-2  

         

        UBS
        Real Estate Securities Inc.

          

        NOTICE
        ADDRESS:

          

        UBS
        Real Estate Securities Inc.

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: David Schell

        Email: david.schell@ubs.com

          

        with
        a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP

        200
Liberty Street 

        New
York, New York 10281 

        Attention:
Frank Polverino, Esq. 

        Facsimile
No.: (212) 504-6666 

        Email:
frank.polverino@cwt.com 

         

        Note
A-3 and A-4 

         

        Wells
Fargo Bank, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2016-UBS9 

         

        NOTICE
ADDRESS:

         

        Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSCI 2016-UBS9

(With a copy to:

        trustadministratorgroup@wellsfargo.com;


cts.cmbs.bond.admin@wellsfargo.com) 

         

	 

        

        Gulfport
        Premium Outlets

         
	 

        

        Note
A-2 

          

        Wells
        Fargo Bank, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2015-UBS8

          

        NOTICE
ADDRESS: 

        


 






    Exhibit S-2


     

    





 


	 

        

        

         
	  

Wells Fargo Bank, National Association

9062 Old Annapolis Road 

        Columbia,
        Maryland 21045

        

        Attention:
Corporate Trust Services – MSBAM

2015-UBS8 

        (With
        a copy to 

trustadministrationgroup@wellsfargo.com; 

cts.cmbs.bond.admin@wellsfargo.com)

          

        Note
        A-3

          

        Wells
        Fargo Bank, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2016-UBS9

          

        NOTICE
ADDRESS:

         

        Wells
Fargo Bank, National Association

9062 Old Annapolis Road 

        Columbia,
Maryland 21045 

        Attention:
        Corporate Trust Services – MSCI

        2016-UBS9

        (With
a copy to 

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com)

         

	 

        

        Le
        Meridien Cambridge MIT

         
	 

        

        Note
        A-1

          

        U.S.
        Bank National Association, as trustee, for the benefit of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

          

        NOTICE
        ADDRESS:

         

        

        U.S.
Bank National Association 

        190
        S. LaSalle Street, 7th Floor

        

        Mail
Code MK-IL-SL7C

Chicago, Illinois 60603 

        Attention:
        MSBAM 2016-C28

         

        Note
        A-3

         

        

        Bank
        of America, National Association

          

        





 






    Exhibit S-3


     

    





 


	 

        

        

         
	

        NOTICE
        ADDRESS:

         

        

        Bank
        of America, N.A.

        

        NC1-027-15-01

        

        214
        North Tryon Street

        

        Charlotte,
        North Carolina 28255

        

        Attention:
        Steven L. Wasser

        

        Email:
        steve.l.wasser@baml.com

          

        with
        a copy to:

          

        Bank
        of America Corporation

        

        NC1-027-20-05

        

        214
        North Tryon Street, 20th Floor

        

        Charlotte,
        North Carolina 28255

        

        Attention:
        W. Todd Stillerman, Esq.

        

        Email:
        william.stillerman@bankofamerica.com

         

        

	 

        

        Penn
        Square Mall

         
	 

        

        Note
        A-1-A and Note A-2

         

        

        Wilmington
Trust, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2016-PSQ 

         

        NOTICE
        ADDRESS:

          

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee MSCI 2016-PSQ 

          

        Note
        A-1-B

         

        

        U.S.
        Bank National Association, as trustee, for the benefit of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

        

         

        NOTICE
        ADDRESS:

        

         

        U.S.
Bank National Association 

        190
S. LaSalle Street, 7th Floor 

        Mail
Code MK-IL-SL7C

Chicago, Illinois 60603 

        Attention:
MSBAM 2016-C28 

        

         




 






    Exhibit S-4


     

    

 











	 

        

        

         
	

        

        

	 

         

        Princeton
        Pike Corporate Center

         
	  

        Note
        A-1

          

        U.S.
        Bank National Association, as trustee, for the benefit of Morgan Stanley Bank of America Merrill Lynch Trust 2016-C28

          

        NOTICE
        ADDRESS:

         

        U.S.
        Bank National Association

        

        190
S. LaSalle Street, 7th Floor 

        Mail
        Code MK-IL-SL7C

        Chicago, Illinois 60603

        

        Attention:
        MSBAM 2016-C28

         

        

        Note
        A-2

         

        Wells
        Fargo Bank, National Association, as trustee, for the benefit of Morgan Stanley Capital I Trust 2016-UBS9

         

        NOTICE
        ADDRESS:

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services – MSCI

        2016-UBS9

        (With
a copy to

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com)

          

        Note
        A-3-1

         



 






    Exhibit S-5


     

    

 





	 

         

        

         
	  

        Morgan
Stanley Bank, N.A.  

         

        NOTICE
ADDRESS: 

         

        Morgan
Stanley Bank, N.A. 

        1585
Broadway 

        New
York, New York 10036 

        Attention:
Jane Lam

         

        with
a copy to: 

         

        Morgan
Stanley Bank, N.A. 

        1221
Avenue of the Americas 

        New
York, New York 10020 

        Attention:
Legal Compliance Division 

         



 






    Exhibit S-6


     

    

 


 






 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 


[Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy Number: (913) 253-9001]


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C28 Asset Manager

Telecopy Number: (704) 715-0036]


 





[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSCI 2016-PSQ Asset Manager


Facsimile
number: (704) 715-0036]


 


VIA
FACSIMILE


 


Re:         Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29          


 


Dear
[__________]:


 


[Wells
Fargo Bank, National Association][Midland Loan Services, a Division of PNC Bank, National Association], is the master servicer
(the “Non-Serviced Master Servicer”) for the [Grove City Premium Outlets] [Le Meridien Cambridge MIT] [Penn
Square Mall] [Princeton Pike Corporate Center] Whole Loan, as such term is defined under the Pooling and Servicing Agreement,
dated May 1, 2016 (the “2016-C29 Pooling Agreement”), and executed in connection with the above-referenced
transaction. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The
Non-Serviced Master Servicer shall remit to Wells Fargo Bank, National Association, as the master servicer with respect to the
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 (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





 






    Exhibit T-1


     

    

 


otherwise made available to, the holder of the [Grove
City Premium Outlets] [Le Meridien Cambridge MIT] [Penn Square Mall] [Princeton Pike Corporate Center] Whole Loan (as such term
is defined in the Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29 Pooling Agreement) under the [Grove City Premium
Outlets] [Le Meridien Cambridge MIT] [Penn Square Mall] [Princeton Pike Corporate Center] Intercreditor Agreement (as defined
in the 2016-C29 Pooling Agreement).


 


The
[Grove City Premium Outlets] [Le Meridien Cambridge MIT] [Penn Square Mall] [Princeton Pike Corporate Center] Mortgage Loan [is][is
not] a Significant Obligor (as such term is defined in the 2016-C29 Pooling Agreement) under the 2016-C29 Pooling Agreement.


 


Thank
you for your attention to this matter.


 




    Exhibit T-2


     

    

   


	Date: 	 	 	 
	 	 
	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Morgan Stanley Bank of America Merrill Lynch
Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
	 	 
	 	By:  	
	 	 	[Name]
[Title]



   




    Exhibit T-3


     

    

 


EXHIBIT
U


 


FORM
OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN





 


		To:	DBRS,
                                         Inc.






333
West Wacker, Suite 1800





Chicago,
Illinois 60606





Fax:
(312) 332-3492





Attention:
Commercial Mortgage Surveillance





Email:
cmbs.surveillance@dbrs.com


 





Fitch
Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295





E-mail:
info.cmbs@fitchratings.com


 





Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Wells
                                         Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling
                                         and Servicing Agreement dated as of May 1, 2016 (the “Pooling and Servicing
                                         Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust
                                         2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29.



 


		Date:	_________,
                                         20___



 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29

                                         

                                         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 May 1, 2016 (the “Pooling
and Servicing Agreement”).


 


Transaction: Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29,

Commercial Mortgage Pass-Through Certificates,

Series 2016-C29


 


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-C29


 


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-C29

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-C29,

                                                                                Commercial Mortgage Pass-Through Certificates, Series 2016-C29,
 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 May 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 (the “Certificates”) regarding
the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review of the Special
Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling and Servicing Agreement,
it is


 



    	Exhibit W-1



    	 



    

 


our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is not [performing its duties
under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our
assessment: [________].


 


Based upon such assessment, we further
hereby recommend that 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

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


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-C29, Commercial Mortgage Pass-

                                                                                Through Certificates, Series 2016-C29




 


Ladies and Gentlemen:


 


Reference is hereby made to that certain Pooling and
Servicing Agreement dated as of May 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 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


 



    	Exhibit X-1



    	 



    

 


[_____] [__], 20[__]

Page 2


 


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 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


 



    	Exhibit X-2



    	 



    

 


[_____] [__], 20[__]

Page 3


 


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 of Morgan Stanley Capital I Inc., the
depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of Morgan Stanley Bank
                                         of America Merrill Lynch Trust 2016-C29 (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)
With respect to the Grove City Premium Outlets Mortgage 


 



     Exhibit
                                                                                     Y-1


     


    

 


Loan, serviced pursuant to the MSCI 2015-UBS8 securitization, Rialto Capital Advisors, LLC, as Non-Serviced Special Servicer, and Wells Fargo Bank, National Association, as Non-Serviced Custodian;


 


(C)
With respect to the Le Meridien Cambridge MIT Mortgage Loan and the Princeton Pike Corporate Center Mortgage Loan, serviced pursuant to the MSBAM 2016-C28 securitization, Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, and Wells Fargo Bank, National Association, as Non Serviced Custodian; and


 


(D)
With respect to the Penn Square Mall Mortgage Loan, serviced pursuant to the MSCI 2016-PSQ securitization, Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, and Wells Fargo Bank, National Association, as Non-Serviced Custodian.


 





	Date:	 	 
	 	 	 
	 	 
	President	 
	(Senior officer in charge of the securitization of the depositor)







  



     Exhibit Y-2


     


    

 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and its officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 



     Exhibit Z-1-1


     


    

 





		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 












     Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
                                         Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the
                                         Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect
                                         to the Master Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Master Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 



    Exhibit Z-2-1


     


    

  


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn
dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 
	 	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-C29 (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 May 1, 2016 (the
“Pooling and Servicing Agreement”), relating to
Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, on
behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley
Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect
                                         to the Special Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in
                                         order



 



    Exhibit Z-3-1


     


    

 


	 	 	to
                                         enable them to conduct a review in compliance with the standards for attestation engagements
                                         issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 
	 	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-C29 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL
ASSOCIATION, as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of
May 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and its officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under
the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  









    Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR 


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”),
relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series
2016-C29, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each
Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) have been
                                         submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 



    Exhibit Z-5-1


     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 	 
	 	PARK BRIDGE LENDER SERVICES
    LLC,
	 	as Operating Advisor
	 	 
	 	By:	Park Bridge Advisors LLC,
    a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial
    LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:







 






    Exhibit Z-5-2


     


    


 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29 (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 May 1, 2016 (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage
Pass-Through Certificates, Series 2016-C29, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and its
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS FARGO BANK,
    NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    Exhibit Z-6-1


     

    




 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Bank of America Merrill
Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 






    Exhibit Z-7-1


     

    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors
    LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New
    York limited liability company, its sole member
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





 



    Exhibit Z-7-2


     

    




 


EXHIBIT
AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.





 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
Servicer

        Special
Servicer

Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
    



 






    Exhibit AA-1


     

    

 

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator

        Master
Servicer

Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
Administrator

        Master
Servicer

Special Servicer

	 	Investor
    Remittances and Reporting	
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer



 





 



1 Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling
and Servicing Agreement during the applicable calendar year.


 



    Exhibit AA-2


     

    




 


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the
    obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements;
    (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and
    state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage
    loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 



    Exhibit AA-3


     

    




 


EXHIBIT
BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is
no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master
Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage
Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may
be. For this Series 2016-C29 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-C29 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-C29 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-C29 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-C29 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-C29 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of
Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor,
except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement  



 






    	Exhibit DD-1



    	 



    

 


	 	       that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·     Depositor 

        ·     Certificate
        Administrator

         



 






    	Exhibit DD-2



    	 



    

 


	Item 3.03: Material Modification to Rights of Security Holders	·     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01: ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee
(as to itself) 

        ·     Depositor 

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·     Certificate
Administrator 

        ·     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
Servicer (as to a party appointed by the Master Servicer) 

        ·     Special
Servicer 

        ·     Certificate
Administrator 

        ·     Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor 

        ·     Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	·     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	·     Depositor
	Item 7.01: Regulation FD Disclosure	·     Depositor
	Item 8.01: Other Events	·     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K) 
	·     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
	
        ·     Certificate
Administrator

         

        provided,
in each case, that this shall in no  



 






    	Exhibit DD-3



    	 



    

 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement. 
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney. 
	·     Certificate Administrator 
	Item 15: Exhibits (no. 99)	·     Not Applicable.


 






    	Exhibit DD-4



    	 



    

 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K). 
	·     Not Applicable.


 






    	Exhibit DD-5



    	 



    

 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Corporate Trust Services (CMBS) (CMBS)



Morgan Stanley Capital I Inc., Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates,
Series 2016-C29—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 May 1, 2016 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction, the undersigned, as [     ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [   ], phone number: [    ]; email address: [                    ].


	 	 	 
	 	[NAME
    OF PARTY],
	 	as
    [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 






    	Exhibit EE-1



    	 



    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


		1.	KeyBank National Association
	 	 	 



		2.	Midland Loan Services, a Division of PNC Bank, National Association
	 	 	 



		3.	NorthMarq Capital, LLC
	 	 	 



		4.	Barry S. Slatt Mortgage Company
	 	 	 



		5.	Berkadia Commercial Mortgage LLC
	 	 	 



		6.	NRC Group, Inc.
	 	 	 



		7.	Bernard Financial Corporation
	 	 	 



		8.	Holliday Fenoglio Fowler, L.P.
	 	 	 



		9.	PFG Servicing Corporation



 






    	Exhibit FF-1



    	 



    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	KeyBank National Association
	 	 	 










 



    	Exhibit GG-1



    	 



    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 (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 Morgan Stanley Capital I Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under
my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and
[__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling and Servicing
Agreement; and



 


		2.	To the best of my knowledge, based on
such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material
respects during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations
under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].






	 	 	 
	Date:	 	 


 


[WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer]

[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-C29, 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-C29	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

         
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSBAM
    2016-C29	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

         
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSBAM
    2016-C29	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C29—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 May 1, 2016 (the “Pooling and Servicing
Agreement”), relating to Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
Certificates, Series 2016-C29, 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-C29


 


Wells
Fargo Bank, National Association


as
Master Servicer 


Commercial
Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


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-C29-Surveillance Manager

(with a copy sent contemporaneously via email to

cmbs.notices@parkbridgefinancial.com)


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29 (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-C29, Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-C29



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates,


 






    Exhibit NN-1 


    	 



    

 


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-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



  


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    Exhibit OO-1 


    	 



    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC, as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company,
    its sole member
	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit OO-2 


    	 



    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
                                         failures

                                                                                                

	Loan
    #	Loan

    Name	R&W

    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	32b	 	 


 






    Exhibit OO-3 


    	 



    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of May 1, 2016 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 




 


1  This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    Exhibit PP-1 


    	 



    

 





	 	PARK
    BRIDGE LENDER SERVICES LLC, as
    Asset Representations Reviewer
	 	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company,
    its sole member
	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:


 


Exhibit
A


 


Summary
Scorecard

[Template Example Below] 


 


	Test
                                         failures

                                                                                                                                                                  
	 	 	 	 
	Loan
    #	Loan
    Name	Representations
    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c
	32	Due
    on Sale or Encumbrance	32b


 






    Exhibit PP-2 


    	 



    

 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each
Delinquent Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ
and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representation
Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials 


 


		Step
                            1	Asset Representations Reviewer (“ARR”)
                                         receives the following items before beginning its review from the parties specified in
                                         Section 12.01 of the Pooling and Servicing Agreement:



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Asset
                                         Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	List
                                         of all Delinquent Loans subject to the Asset Review



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
                                         File



 


		■	Any
                                         Unsolicited Information (if applicable)



  


		Step
                            2	For each Delinquent
                                         Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure
                                         Data Room to determine what, if any, Review Materials for such Delinquent Loan are missing,
                                         using the list of documents in the definition of the Mortgage File in this Agreement,
                                         any comparable lists included in the related Mortgage Loan Purchase Agreement, and any
                                         closing checklist from the origination of such Delinquent Loan, to guide its review and
                                         determination



 


		Step
                            3	If ARR determines
                                         that the information made available to it in the Secure Data Room with respect to any
                                         Delinquent Loan is missing any documents required to complete an Asset Review of such
                                         Delinquent Loan, ARR shall prepare a list of such missing documents and notify Master
                                         Servicer (with respect to Non-Specially Serviced Loans) and Special Servicer (with respect
                                         to Specially Serviced Loans) or applicable Mortgage Loan Seller of such missing documents.
                                         If the Master Servicer or Special Servicer, as applicable, does not provide such document
                                         as provided in the Pooling and Servicing Agreement, the ARR shall notify the related
                                         Mortgage Loan Seller of such missing information



 






    Exhibit QQ-1 


    	 



    

 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4 	For each Delinquent
                                         Loan for which ARR has received all Review Materials required to complete an Asset Review
                                         of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each representation
                                         and warranty made by the related Mortgage Loan Seller with respect to such Delinquent
                                         Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists



 


		·	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		·	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 






    Exhibit QQ-2 


    	 



    

 


EXHIBIT
RR


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services MSBAM 2016-C29 


Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



  


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of May 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows: 


 


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][a designee
of the Depositor, who by its signature below is requesting that the undersigned be granted access to the Secure Data Room].



  


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



  


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



  






    Exhibit RR-1 


    	 



    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______  





 


	[Morgan Stanley Capital I Inc.,
    as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 





 





 



 


*Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



    Exhibit RR-2 


    	 



    

 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE 

LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET 

REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120, 550 South Tryon Street,

    14th Floor

    Charlotte, North Carolina 28202

    Attention: MSBAM 2016-C29 Asset Manager	Park
                           Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor

        New York, NY 10016

        Attention: MSBAM 2016-C29-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-C29, Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-C29



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of May 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-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 






    Exhibit SS-2 


    	 



    

 


EXHIBIT
TT-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE
RIGHTS


 


[Date]


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention:
Jane Lam


 


	 	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the issuance
of the Certificates. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    Exhibit TT-1-1 


    	 



    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit TT-1-2 


    	 



    




 


EXHIBIT
TT-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE
RIGHTS


 


[Date] 


 


Morgan
Stanley Capital I Inc. 


1585
Broadway 


New
York, New York 10036 


Attention:
Jane Lam


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2016-C29 Asset Manager


 


	 	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2016-C29, Commercial Mortgage Pass-Through Certificates, Series 2016-C29 (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 May 1, 2016 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer,
that: 


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit TT-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received
a certificate from the prospective transferee substantially in the form attached as Exhibit TT-2 to the Pooling and Servicing
Agreement. 


 






    Exhibit TT-2-1 


    	 



    

 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed. 


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security. 


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment. 


 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates


 






    Exhibit TT-2-2 


    	 



    

 


pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.          
The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and
Servicing Agreement except as set forth in Section 3.11 of the Pooling and Servicing Agreement, and that the Excess Servicing
Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	 	 
	cc:

         
	Wells
Fargo Bank, National Association Legal Department 

        301
S. College St., TW-30 

        Charlotte,
North Carolina 28202 

        Attention:
Commercial Mortgage Servicing Legal Support 

        Reference:
MSBAM 2016-C29

         

        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.	300
                                         Four Falls



 


		2.	Grove
                                         City Premium Outlets



 


		3.	Gulfport
                                         Premium Outlets



 


		4.	Le
                                         Meridien Cambridge MIT



 


		5.	Penn
                                         Square Mall



 


		6.	Princeton
                                         Pike Corporate Center



 






    Schedule 1-1 


    	 



    

 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance Schedule


 


	 	 	Class A-SB Planned	 	 	 	Class A-SB Planned
	Month	 	Principal Balance ($)	 	Month	 	Principal Balance ($)
	0	 	58,500,000.00	 	60	 	57,573,925.10
	1	 	58,500,000.00	 	61	 	56,770,138.68
	2	 	58,500,000.00	 	62	 	55,888,422.98
	3	 	58,500,000.00	 	63	 	55,077,514.78
	4	 	58,500,000.00	 	64	 	54,263,180.69
	5	 	58,500,000.00	 	65	 	53,371,214.26
	6	 	58,500,000.00	 	66	 	52,549,670.15
	7	 	58,500,000.00	 	67	 	51,650,696.67
	8	 	58,500,000.00	 	68	 	50,821,882.22
	9	 	58,500,000.00	 	69	 	49,989,565.90
	10	 	58,500,000.00	 	70	 	48,932,904.70
	11	 	58,500,000.00	 	71	 	48,092,603.68
	12	 	58,500,000.00	 	72	 	47,175,401.33
	13	 	58,500,000.00	 	73	 	46,327,673.01
	14	 	58,500,000.00	 	74	 	45,403,252.46
	15	 	58,500,000.00	 	75	 	44,548,034.69
	16	 	58,500,000.00	 	76	 	43,689,203.02
	17	 	58,500,000.00	 	77	 	37,782,944.46
	18	 	58,500,000.00	 	78	 	36,923,665.49
	19	 	58,500,000.00	 	79	 	35,989,009.60
	20	 	58,500,000.00	 	80	 	35,122,155.89
	21	 	58,500,000.00	 	81	 	34,251,642.33
	22	 	58,500,000.00	 	82	 	33,163,297.69
	23	 	58,500,000.00	 	83	 	32,284,510.82
	24	 	58,500,000.00	 	84	 	31,330,896.28
	25	 	58,500,000.00	 	85	 	30,444,371.58
	26	 	58,500,000.00	 	86	 	29,483,237.06
	27	 	58,500,000.00	 	87	 	28,588,909.83
	28	 	58,500,000.00	 	88	 	27,690,806.25
	29	 	58,500,000.00	 	89	 	26,718,418.85
	30	 	58,500,000.00	 	90	 	25,812,415.94
	31	 	58,500,000.00	 	91	 	24,832,351.61
	32	 	58,500,000.00	 	92	 	23,918,383.32
	33	 	58,500,000.00	 	93	 	23,000,555.39
	34	 	58,500,000.00	 	94	 	21,939,146.48
	35	 	58,500,000.00	 	95	 	21,012,958.48
	36	 	58,500,000.00	 	96	 	20,013,277.35
	37	 	58,500,000.00	 	97	 	19,078,955.18
	38	 	58,500,000.00	 	98	 	18,071,368.90
	39	 	58,500,000.00	 	99	 	17,128,844.54
	40	 	58,500,000.00	 	100	 	16,182,339.45
	41	 	58,500,000.00	 	101	 	15,162,913.25
	42	 	58,500,000.00	 	102	 	14,208,104.10
	43	 	58,500,000.00	 	103	 	13,180,607.63
	44	 	58,500,000.00	 	104	 	12,217,424.97
	45	 	58,500,000.00	 	105	 	11,250,173.97
	46	 	58,500,000.00	 	106	 	10,074,083.06
	47	 	58,500,000.00	 	107	 	4,987,095.68
	48	 	58,500,000.00	 	108	 	3,954,418.54
	49	 	58,500,000.00	 	109	 	2,984,817.23
	50	 	58,500,000.00	 	110	 	1,943,943.72
	51	 	58,500,000.00	 	111	 	965,838.02
	52	 	58,500,000.00	 	112 and	 	 
	53	 	58,500,000.00	 	Thereafter	 	0.00
	54	 	58,500,000.00	 	 	 	 
	55	 	58,500,000.00	 	 	 	 
	56	 	58,500,000.00	 	 	 	 
	57	 	58,500,000.00	 	 	 	 
	58	 	58,500,000.00	 	 	 	 
	59	 	58,436,309.53	 	 	 	 







 






    	Schedule 2-1



    	 



    

 


Schedule
3


 


Mortgage
Loans with Specified Escrows, Reserves, Holdbacks and Letters of Credit


 


Green Valley Crossing


 


Sheraton Harborside Portsmouth


 


Le Meridien Cambridge MIT


 


Princeton Pike Corporate Center


 


Comfort Suites Yakima


 



    	Schedule 3-1



    	 



    

 





Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice


 


Sheraton Harborside Portsmouth


 


Radisson Hotel Freehold


 


Le Meridien Cambridge MIT


 


Residence Inn Greenville


 


Courtyard by Marriott Layton


 


Hampton Inn & Suites Ringgold


 


Comfort Inn and Suites Joplin


 


Quality Inn Joplin


 


La Quinta Inn – Dallas, TX


 


Comfort Suites Yakima


 



    	Schedule 4-1