Exhibit 4.7


 


 


EXECUTION VERSION


 





J.P.
Morgan Chase Commercial Mortgage Securities Corp.,

as Depositor,





WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Servicer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Special Servicer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 





 






 


TRUST AND SERVICING AGREEMENT



Dated as of April 29, 2016



 


 






 


Palisades Center Trust 2016-PLSD

Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD


 






     


     

    

 


TABLE OF CONTENTS


 


Page



	1.            DEFINITIONS
	1.1.     Definitions	4
	1.2.     Interpretation	50
	1.3.     Certain Calculations in Respect of the Mortgage Loan	51
	2.            DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES
	2.1.     Creation and Declaration of Trust; Conveyance of the Mortgage Loan	53
	2.2.     Acceptance by the Trustee and the Custodian	56
	2.3.     Representations and Warranties of the Trustee	59
	2.4.     Representations and Warranties of the Certificate Administrator	60
	2.5.     RESERVED	61
	2.6.     Representations and Warranties of the Special Servicer	61
	2.7.     Representations and Warranties of the Depositor	62
	2.8.     Representations and Warranties Contained in the Trust Loan Purchase Agreement	64
	2.9.     Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	65
	2.10.   Miscellaneous REMIC Provisions	66
	3.            ADMINISTRATION AND SERVICING OF THE Mortgage Loan
	3.1.     Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	66
	3.2.     Sub-Servicing Agreements	68
	3.3.     Cash Management Account	69
	3.4.     Collection Account, Companion Loan Distribution Account and Interest Reserve Account	69
	3.5.     Distribution Account	74
	3.6.     Foreclosed Property Account	75
	3.7.     Appraisal Reductions	75
	3.8.     Investment of Funds in the Collection Account and Any Foreclosed Property Account	77
	3.9.     Payment of Taxes, Assessments, etc.	79
	3.10.   Appointment of Special Servicer	79
	3.11.   Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	83
	3.12.   Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property	85
	3.13.   Certificate Administrator and Trustee to Cooperate; Release of Items in Mortgage File	88
	3.14.   Title and Management of Foreclosed Property	88



 






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	3.15.   Sale of Foreclosed Property	90
	3.16.   Sale of the Mortgage Loan	92
	3.17.   Servicing Compensation	94
	3.18.   Reports to the Certificate Administrator; Account Statements	99
	3.19.   [RESERVED]	99
	3.20.   [RESERVED]	100
	3.21.   Access to Certain Documentation Regarding the Mortgage Loan and Other Information	100
	3.22.   Inspections	101
	3.23.   Advances	101
	3.24.   Modifications of Mortgage Loan Documents	105
	3.25.   Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer	106
	3.26.   Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lenders	107
	3.27.   Rating Agency Confirmation	107
	3.28.   Miscellaneous Provisions	108
	3.29.   Companion Loan Intercreditor Matters	109
	3.30.   Additional Matters with Respect to the Mortgage Loan	110
	4.            DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS
	4.1.     Distributions	114
	4.2.     Withholding Tax	118
	4.3.     Allocation and Distribution of Yield Maintenance Premiums and Yield Maintenance Default Premiums	118
	4.4.     Statements to Certificateholders	119
	4.5.     Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	122
	5.            THE CERTIFICATES
	5.1.     The Certificates	125
	5.2.     Form and Registration	126
	5.3.     Registration of Transfer and Exchange of Certificates	128
	5.4.     Mutilated, Destroyed, Lost or Stolen Certificates	134
	5.5.     Persons Deemed Owners	135
	5.6.     Access to List of Certificateholders’ Names and Addresses; Special Notices	135
	5.7.     Maintenance of Office or Agency	136
	6.            THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER
	6.1.     Respective Liabilities of the Depositor, the Servicer and the Special Servicer	136
	6.2.     Merger or Consolidation of the Servicer or the Special Servicer	136
	6.3.     Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	136



 






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	6.4.     Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	138
	6.5.     Ethical Wall	139
	6.6.     Indemnification by the Servicer, the Special Servicer and the Depositor	140
	 	 
	7.
               SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL
    SERVICER WITHOUT CAUSE
	7.1.     Servicer Termination Events; Special Servicer Termination Events	140
	7.2.     Trustee to Act; Appointment of Successor	146
	7.3.     [Reserved]	148
	7.4.     Other Remedies of Trustee	148
	7.5.     Waiver of Past Servicer Termination Events and Special Servicer Termination Events	149
	7.6.     Trustee as Maker of Advances	149
	 	 
	8.            THE TRUSTEE AND THE CERTIFICATE aDMINISTRATOR
	8.1.     Duties of the Trustee and the Certificate Administrator	150
	8.2.     Certain Matters Affecting the Trustee and the Certificate Administrator	152
	8.3.     Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	155
	8.4.     Trustee and Certificate Administrator May Own Certificates	156
	8.5.     Trustee’s and Certificate Administrator’s Fees and Expenses	157
	8.6.     Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	158
	8.7.     Resignation and Removal of the Trustee or the Certificate Administrator	159
	8.8.     Successor Trustee or Successor Certificate Administrator	161
	8.9.     Merger or Consolidation of the Trustee or the Certificate Administrator	162
	8.10.   Appointment of Co-Trustee or Separate Trustee	162
	8.11.   Appointment of Authenticating Agent and Custodian	164
	8.12.   Indemnification by Trustee and the Certificate Administrator	165
	8.13.   Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	165
	8.14.   Access to Certain Information	166
	 	 
	9.            RESERVED
	 
	10.          TERMINATION
	 
	10.1.   Termination	173
	10.2.   Additional Termination Requirements	174
	10.3.   Trusts Irrevocable	175
	 	 
	11.           MISCELLANEOUS PROVISIONS
	 
	11.1.   Amendment	175



 






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	11.2.     Recordation of Agreement; Counterparts	178
	11.3.     Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	178
	11.4.     Notices	179
	11.5.     Notices to the Rating Agencies	182
	11.6.     Severability of Provisions	183
	11.7.     Limitation on Rights of Certificateholders	183
	11.8.     Certificates Nonassessable and Fully Paid	184
	11.9.     Reproduction of Documents	184
	11.10.   No Partnership	184
	11.11.   Actions of Certificateholders	184
	11.12.   Successors and Assigns	185
	11.13.   Acceptance by Authenticating Agent, Certificate Registrar	185
	11.14.   Streit Act	185
	11.15.   Assumption by Trust of Duties and Obligations of the Trust Loan Sellers Under the Mortgage Loan Documents	186
	11.16.   Grant of a Security Interest	186
	11.17.   Cooperation with the Trust Loan Sellers with Respect to Rights Under the Mortgage Loan Agreement	186
	 	 
	12.          REMIC ADMINISTRATION
	 
	12.1.     REMIC Administration	186
	12.2.     Foreclosed Property	190
	12.3.     Prohibited Transactions and Activities	192
	12.4.     Indemnification with Respect to Certain Taxes and Loss of REMIC Status	192
	13.          EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	13.1.     Intent of the Parties; Reasonableness	193
	13.2.     Succession; Sub-Servicers; Subcontractors	194
	13.3.     Other Securitization Trust’s Filing Obligations	195
	13.4.     Form 10-D Disclosure	196
	13.5.     Form 10-K Disclosure	196
	13.6.     Form 8-K Disclosure	197
	13.7.     Annual Compliance Statements	197
	13.8.     Annual Reports on Assessment of Compliance with Servicing Criteria	198
	13.9.     Annual Independent Public Accountants’ Servicing Report	200
	13.10.   Significant Obligor	201
	13.11.   Sarbanes-Oxley Backup Certification	201
	13.12.   Indemnification	202
	13.13.   Amendments	203
	13.14.   Termination of the Certificate Administrator	203
	13.15.   Termination of Sub-Servicing Agreements	203
	13.16.   Notification Requirements and Deliveries in Connection with Securitization of the Companion Loan	203


 





EXHIBITS


 






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	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X-CP and Class X-NCP Certificates
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Section 860E(e) of the Internal Revenue Code of 1986
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit K-1	Form of Investor Certification for Non-Borrower Affiliates
	Exhibit K-2	Form of Investor Certification for Borrower Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	NRSRO Certification
	Exhibit N-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit N-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	Form of Notice of Mezzanine Equity Collateral Foreclosure
	Exhibit R	CREFC® Payment Information
	Exhibit S	Additional Form 10-D Disclosure
	Exhibit T	Additional Form 10-K Disclosure
	Exhibit U	Form 8-K Disclosure Information
	Exhibit V	Additional Disclosure Notification
	Exhibit W	Initial Sub-Servicers
	Exhibit X	Form of Annual Compliance Statement
	Exhibit Y	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Certificate Administrator




 






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	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee










  



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THIS TRUST AND SERVICING
AGREEMENT (“Agreement”) is dated as of April 29, 2016 among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


INTRODUCTORY STATEMENT


 


Terms not defined in
this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


JPMCB and Barclays Bank
co-originated a 5-year fixed rate loan (the “Mortgage Loan”) pursuant to that certain Loan Agreement, dated
as of April 7, 2016 (the “Mortgage Loan Agreement”), among JPMCB, Barclays Bank and EKLECCO NEWCO LLC, a Delaware
limited liability company (the “Borrower”). As of the Cut-off Date, the aggregate outstanding principal balance
of the Mortgage Loan is $418,500,000.


 


The Mortgage Loan consists
of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $388,500,000 (the “Trust Loan”),
and is evidenced by the 8 promissory notes designated as A-1-A, A-2-A, B-1, B-2, C-1, C-2, D-1, and D-2, (as the same may hereafter
be amended, restated, supplemented or otherwise modified, the “Trust Notes”), and (b) a portion that has
an unpaid principal balance as of the Cut-off Date of $30,000,000 (the “Companion Loan”) and is evidenced by
the promissory note designed as Note A-1-B (as the same may hereafter be amended, restated, supplemented or otherwise modified,
the “Companion Loan Note”). The Trust Notes and the Companion Loan Note are collectively referred to herein
as the “Notes” and, each, as a “Note”.


 


The Trust Loan was sold
and assigned by JPMCB and Barclays Bank (the “Trust Loan Sellers”) to the Depositor pursuant to a mortgage loan
purchase and sale agreement, dated as of April 29, 2016 (the “Trust Loan Purchase Agreement”), among the Trust
Loan Sellers and the Depositor. The Companion Loan is not part of the Trust Fund. The relative rights of the respective lenders
in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of April 29, 2016 (as amended, restated, supplemented
or otherwise modified from time to time, the “Co-Lender Agreement”), among the holders of the Notes. From and
after the Closing Date, the entire Mortgage Loan is to be serviced and administered in accordance with this Agreement.


 


As provided for herein,
the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund 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 “REMIC”). The Regular Certificates will represent
the “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class of Uncertificated Lower-Tier
Interests will represent a single class of “regular interests” in the Lower-Tier REMIC as further described herein.
The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC
and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 






     


     

    

 


In exchange for the Trust
Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X-CP, Class X-NCP,
Class B, Class C, Class D and Class R Certificates (collectively, the “Certificates”), which
Certificates in the aggregate will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of
the Note, the Mortgage and the Mortgage Loan Documents (exclusive of the rights of the Companion Loan Holder thereunder) and all
payments under, and proceeds of, the Trust Loan following the Cut-off Date.


 


The Depositor intends
to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities
laws.


  


UPPER-TIER REMIC


 


As further described
in Section 2.9, the Class A, Class X-CP, Class X-NCP, Class B, Class C and Class D Certificates
will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute
the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R
Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate
Balance (the “Original Certificate Balance”) or Notional Amount (“Original Notional Amount”),
as applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC created
hereunder:


 


	
        Class

Designation
	
        Pass-Through
Rate

        (per annum)

	
        Original
Certificate Balance

	Class A	2.712980%	$229,100,000
	Class X-CP	(1)	$388,500,000
	Class X-NCP	(2)	$388,500,000
	Class B	3.356521%	$55,500,000
	Class C	3.998403%	$48,800,000
	Class D	4.736987%	$55,100,000
	Class UT-R	None(1)	None(1)



 

 


 



		(1)	The Class
                                         X-CP Certificates will not have a Certificate Balance and will not be entitled to receive
                                         distributions of principal. Interest will accrue on such Class at the applicable Pass-Through
                                         Rate thereof on the applicable Notional Amount thereof. The Notional Amount of the Class
                                         X-CP Certificates will be equal to the aggregate Certificate Balance of the Class A,
                                         Class B, Class C and Class D Certificates. The Class X-CP Pass-Through Rate for any Certificate
                                         Interest Accrual Period is a variable per annum rate and will equal: (i) from
and including the Distribution Date in May 2016 to and including the Distribution Date in May 2018, the weighted average of the
Class X Strip Rates for the Class A, Class B, Class C and Class D Certificates (weighted on the basis of the Certificate Balances
of such Classes, in each case outstanding immediately prior to such Distribution Date), and (ii) for any Distribution Date after
the Distribution Date in May 2018, 0%. The Pass-Through Rate of Class X-CP for the initial Certificate Interest Accrual Period
is 0.965215%.



 


		(2)	The
Class X-NCP Certificates will not have a Certificate Balance and will not be entitled to receive distributions of principal. Interest
will accrue on such Class at the applicable Pass Through Rate thereof on the applicable Notional Amount thereof. The Notional
Amount of the Class X-NCP Certificates will be equal to the aggregate Certificate Balance of the Class A, Class B, Class C and
Class D Certificates. The Class X-NCP Pass-Through Rate for any Certificate Interest Accrual Period is a variable per annum rate
and will equal: (i)




 






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from and including the Distribution Date in May 2016 to and including the Distribution
                                         Date in May 2018, 0%, and (ii) for any Distribution Date after the Distribution Date
                                         in May 2018, the weighted average of the Class X Strip Rates for the Class A, Class B,
                                         Class C and Class D Certificates (weighted on the basis of the Certificate Balances of
                                         such Classes, in each case outstanding immediately prior to such Distribution Date).


 


		(3)	The Class
                                         UT-R 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 Yield Maintenance Premiums and Yield Maintenance Default Premiums. Any Available Funds
                                         remaining in the Upper Tier Distribution Account, after all required distributions under
                                         this Agreement have been made to each other Class of Certificates and the Class LT-R
                                         Interest, will be distributed to the Holders of the Class R Certificates in respect of
                                         the UT-R Interest.



 


LOWER-TIER REMIC


 


The Class LA, Class LB,
Class LC and Class LD Uncertificated Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder.
The Class LT-R Interest will constitute the sole Class of “residual interests” in the Lower-Tier REMIC created hereunder
and will be evidenced by the Class R Certificates. The following table sets forth the initial Lower-Tier Principal Amounts
and Pass-Through Rates for the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the
Lower-Tier REMIC created hereunder:


 


	
        Class

Designation
	Pass-Through
                                         Rate
	
        Original
Lower-Tier

Principal Amount

	Class LA	2.712980%(1)	$229,100,000
	Class LB	3.356521%(1)	$55,500,000
	Class LC	3.998403%(1)	$48,800,000
	Class LD	4.736987%(1)	$55,100,000
	Class LT-R	None(2)	None(2)


 

 


 



		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each Class of Uncertificated Lower-Tier
                                         Interests shall be the Net Note Interest Rate of the Related Notes for such Distribution
                                         Date.



 


		(2)	The
                                         Class LT-R 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 Yield Maintenance Premiums and Yield Maintenance Default Premiums. Any Available Funds
                                         constituting assets remaining in the Lower-Tier Distribution Account after distributing
                                         the Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R
                                         Certificates in respect of the Class LT-R Interest (but only to the extent of the Available
                                         Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



 


All covenants and agreements
made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee as Holder of the Uncertificated
Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee are entering
into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.


 


W I T N E S S E T H T H A T:


 


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


 






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1.                 
DEFINITIONS


 


1.1.           
Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.


 


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


 


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially be located
within the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page relating
to this transaction. Such website shall provide means of navigation for each NRSRO (including the Rating Agencies) to the portion
of the Certificate Administrator’s website available to Privileged Persons.


 


“Academy”:
Academy Securities, Inc., a Delaware corporation, and its successors-in-interest.


 


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrower must maintain all
risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer
has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available
at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Property is located (but only by reference to such insurance that has been
obtained by such owners at current market rates), or (ii) such insurance is not available at any rate. Each of the Servicer (at
its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in making
the determinations described in this definition.


 


“Accepted Servicing
Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.


 


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


 


“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 to this Agreement as Exhibit U.


 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(v) and
3.4(c)(vi) of this Agreement), Assumption Fees, Assumption Application Fees, substitution fees, release fees, Modification
Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands,
other loan processing fees, loan service transaction fees and similar fees and expenses to which the Servicer and the Special Servicer,
as applicable, is entitled (to the extent


 






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permitted
by (or not otherwise prohibited by) and specifically allocated to such amounts in accordance with the terms of the Mortgage Loan
Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment
of funds deposited in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant to Section 3.8
of this Agreement.


 


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit S hereto.


 


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit T hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Mortgage
Loan as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.23(b).


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance Rate”:
As defined in Section 3.23(d).


 


“Adverse REMIC
Event”: As defined in Section 12.1(j).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), or the Depositor, as applicable, to determine whether any Person is an Affiliate of
the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Depositor.


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“A Notes”:
As defined in the Mortgage Loan Agreement.


 


“Annual Budget”:
As defined in the Mortgage Loan Agreement.


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility


 






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for
the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged by the Servicer or the Special
Servicer, the term “Applicable Servicing Criteria” may refer to a portion of the Applicable Servicing Criteria
applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applicable
Banking Law”: As defined in Section 8.2(d).


 


“Applied Realized
Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of Realized
Losses pursuant to Section 4.1(g).


 


“Appraisal”:
With respect to the Property or Foreclosed Property, an appraisal of the Property or Foreclosed Property, conducted by an Independent
Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been
prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI”
designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include
a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount
rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that
a “value” or “appraised value” be used with respect to the Property or Foreclosed Property (as applicable)
shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation
is specifically required (such as the appraised value of the Property as of the day the Mortgage Loan was originated). With respect
to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as
determined by an updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is” basis,
based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal Reduction
Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance of the
Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the applicable Note Interest Rate,
(B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate in
respect of the Mortgage Loan or the Property, (C) the amount of any Advances and interest thereon previously reimbursed from principal
collections on the Mortgage Loan that have not otherwise been recovered from the Borrower, (D) all currently due and unpaid real
estate taxes and assessments and insurance premiums and all other amounts, including, if applicable, ground rents, due and unpaid
in respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent
not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under this
Agreement over (ii) the sum of (A) 90% of the appraised value (as determined by an Appraisal) of the Property securing the
Mortgage Loan less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the Mortgage
Loan Documents plus (B) any escrows with respect to the Mortgage Loan, including for taxes, insurance premiums and ground
rents, if any. The Trust Loan and the Companion Loan will be treated as


 






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a
single mortgage loan for purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of the
Mortgage Loan will be allocated first to the D Notes, up to the full outstanding principal balance thereof, and then to the C
Notes, up to the full outstanding principal balance thereof, and then to the B Notes, up to the full outstanding principal balance
thereof, and then to the Trust A Notes and the Companion Loan Note, on a pro rata and pari passu basis, based on their
respective outstanding principal balance thereof.


 


“Appraisal Reduction
Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of
the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of
the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within 120 days after the Maturity Date of the Mortgage
Loan (as evidenced by a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance
to the Servicer which provides that such refinancing will occur within 120 days after the Maturity Date), in which case 120 days
after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments or Balloon Payment or a material adverse
economic change with respect to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the
Maturity Date of the Mortgage Loan (except for an extension within the time periods described in clause (ii) above),
(v) immediately after a receiver has been appointed in respect of the Property securing the Mortgage Loan on behalf of the
Trust or any other creditor, (vi) immediately after the Borrower declares, or becomes the subject of, bankruptcy, insolvency
or similar proceedings, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit
of creditors, or (vii) immediately after the Property securing the Mortgage Loan becomes a Foreclosed Property.


 


“Asset Status
Report”: As defined in Section 3.10(i).


 


“Assignment
of Management Agreement”: With respect to the Property, as defined in the Mortgage Loan Agreement.


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the Property is located to reflect of record
the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether any such assignment
is legally sufficient or in recordable form.


 


“Assumed Monthly
Payment”: With respect to the Trust Loan for any Distribution Date (including any Distribution Date following a delinquency
in the payment of the Balloon Payment or the foreclosure of the Trust Loan or acceptance by the Trust of a deed-in-lieu of foreclosure
or comparable conversion of the Trust Loan), shall be equal to the scheduled monthly payment of interest that would have been due
in respect of the Trust Loan on its Maturity Date (excluding Default Interest) and each subsequent Payment Date (or Assumed Payment
Date) if the Trust Loan had been required to continue to accrue interest in accordance with its terms (other than Default Interest),
in effect immediately prior to, and without regard to the occurrence of the Maturity Date or the occurrence of a foreclosure of
the Trust Loan or


 






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acceptance
by the Trust of a deed-in-lieu of foreclosure or comparable conversion of the Trust Loan, in respect of the Trust Loan on the
last Payment Date (or Assumed Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu, in each case as such terms
may have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving
the Borrower or otherwise or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer.


 


“Assumed Payment
Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment of the Balloon Payment
or the foreclosure of the Trust Loan or acceptance by the Trust of a deed-in-lieu of foreclosure or comparable conversion of the
Trust Loan, the date that would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the
Trust Loan or acceptance by the Trustee of a deed-in-lieu of foreclosure or comparable conversion of the Trust Loan had not occurred.


 


“Assumption
Application Fees”: With respect to the Mortgage Loan, any and all assumption application fees actually paid by or on
behalf of the Borrower in accordance with the Mortgage Loan Documents, with respect to any application submitted to the Servicer
or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in any Borrower.


 


“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrower in accordance with the Mortgage Loan
Documents, with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid
by or on behalf of a Borrower with respect to any transfer of an interest in any Borrower.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Available Funds”:
On each Distribution Date, with respect to the Trust Loan, an amount equal to (i) all amounts (other than Yield Maintenance Premiums
and Yield Maintenance Default Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced
in respect of interest with respect to such Distribution Date (including, without limitation, any Mortgage Loan Purchase Price
or the Repurchase Price received by the Trust, Mezzanine Option Price, Condemnation Proceeds, Insurance Proceeds and/or Liquidation
Proceeds received by the Trust), plus (ii) if such Distribution Date is the Distribution Date occurring in March of
each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest
Reserve Account for such Distribution Date, minus (iii) an amount equal to the applicable Withheld Amount in the case of
the February Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either
case, such Distribution Date is the final Distribution Date), minus (iv) any portion of such amounts that are required to
be distributed to the Companion Loan Holder pursuant to the terms of the Co-Lender Agreement and any other Available Funds Reduction
Amount for such Distribution Date.


 


“Available Funds
Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related
Collection Period from the Collection Account pursuant to Section 3.4(c).


 






    -8-


     

    

 


“B Notes”:
As defined in the Mortgage Loan Agreement.


 


“Balloon Payment”:
The payment of the outstanding principal balance of the Mortgage Loan or the Trust Loan, as applicable, together with all unpaid
interest, due and payable on the Maturity Date.


 


“Barclays”:
Barclays Capital Inc., a Connecticut corporation, and its successors-in-interest.


 


“Barclays Bank”:
Barclays Bank PLC, a public limited company registered in England and Wales, and its successors-in-interest.


 


“Beneficial
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide an
Investor Certification.


 


“Borrower Affiliate”:
Any of the Borrower, the Fee Mortgagor, the Mezzanine Borrower, any Restricted Holder, the Sponsor, any Guarantor (or any replacement
guarantor), any Restricted Holder, the general partner or managing member of any of the foregoing or any of their respective Control
Affiliates.


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower Reimbursable
Trust Fund Expenses”: Any Trust and Servicing Expenses and any amounts payable or reimbursable by the Borrower pursuant
to Section 9.5 and 10.13 of the Mortgage Loan Agreement.


 


“Business Day”:
Any day other than a Saturday, Sunday or any other day on which any of the following are not open for business: (a) national banks
in New York, New York, (b) the place of business of the Trustee, the Servicer, the Special Servicer or the financial institution
that maintains the Collection Account, any Foreclosed Property or any Reserve Account, in respect of the Mortgage Loan, or (c)
the New York Stock Exchange or the Federal Reserve Bank of New York.


 


“C Notes”:
As defined in the Mortgage Loan Agreement.


 


“Cash Management
Account”: As defined in the Mortgage Loan Agreement.


 


“Cash Management
Agreement”: As defined in the Mortgage Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq.,
as amended.


 






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“Certificate”:
Any Class A, Class X-CP, Class X-NCP, Class B, Class C, Class D or Class R Certificate.


 


“Certificate
Administrator”: Wells Fargo, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed as herein provided, such certificate administrator. Wells Fargo will perform its obligations through its Corporate
Trust Services division.


 


“Certificate
Administrator Fee”: With respect to the Mortgage Loan and for any Distribution Date, an amount accrued during the related
Mortgage Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Mortgage
Loan as of the close of business on the Distribution Date in such Mortgage Loan 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 Mortgage Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator
Fee, namely the Trustee Fee, shall be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee shall
be deemed to be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: With respect to the Mortgage Loan, a rate equal to 0.0055% per annum, calculated on the
same interest accrual basis as the Trust Loan.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


 


“Certificate
Balance”: With respect to each outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate
initial Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts distributed
to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(g).
With respect to any individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate
multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Regular Certificates,
the calendar month preceding the month in which such Distribution Date occurs.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements or
other information pursuant to this Agreement, Beneficial Owners of Certificates to the extent the Person providing, distributing
or making such information available has received the applicable Investor Certification that such Person is a Beneficial Owner),
except that solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate


 






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beneficially
owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, the Manager or
any of their sub-servicers or respective Affiliates or agents will be deemed not to be outstanding and the Voting Rights to which
they are entitled and the Certificate Balance of such Certificate shall not be taken into account in determining whether the requisite
percentage of Voting Rights and/or of the Certificate Balance of the Certificates or any Class of Certificates necessary to effect
any such consent or take any such action has been obtained. Notwithstanding the foregoing, for purposes of obtaining the consent
of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Trustee, the
Certificate Administrator, the Servicer, the Special Servicer or any of their respective Affiliates shall be deemed to be outstanding;
provided that such amendment does not relate to the termination of, increase in compensation of or material reduction in
obligations of, the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their
Affiliates (other than solely in its capacity as a Certificateholder) in any material respect, in which case such Certificate
shall be deemed not to be outstanding. The Trustee, the Certificate Administrator and the Certificate Registrar may obtain and
conclusively rely upon an Officer’s Certificate of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Borrower, a Borrower Affiliate,
the Manager, or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described
in Section 7.1(d), the Holders of Certificates evidencing at least 66-2/3% of the aggregate Voting Rights (taking into
account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant
to the terms of this Agreement) of all Sequential Pay Certificates.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation, and each
Uncertificated Lower-Tier Interest.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class B Certificate.


 


“Class B
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 






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“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class LA
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LB
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LC
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LD
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-7 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the sole class of “residual interests”
in the Lower-Tier REMIC and the Upper-Tier REMIC (Class LT-R and Class UT-R Interests, respectively).


 


“Class UT-R
Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R
Certificates.


 


“Class X Certificates”:
The Class X-CP and/or Class X-NCP Certificates, as applicable.


 






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“Class X-CP
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-2 and designated as a Class X-CP Certificate.


 


“Class X-CP
Notional Amount”: The aggregate of the Certificate Balances of the Class A, Class B, Class C and Class D Certificates.


 


“Class X-CP
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class X-NCP
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-3 and designated as a Class X-NCP Certificate.


 


“Class X-NCP
Notional Amount”: The aggregate Certificate Balance of the Class A, Class B, Class C and Class D Certificates.


 


“Class X-NCP
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class X Strip
Rate”: For any Distribution Date for the Class A, Class B, Class C and Class D Certificates shall equal the excess, if
any, of (a) the Net Note Interest Rate of the related Trust Notes for each such Class for the related Payment Date over (b) the
Pass-Through Rate for each such Class of Certificates for such Distribution Date.


 


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


 


“Clearstream”:
As defined in Section 5.2(a).


 


“Closing Date”:
April 29, 2016.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


 


“Collateral”:
The Property securing the Mortgage Loan, the Mortgage Loan Documents assigned with respect to the Mortgage Loan, the Reserve Accounts
(and all sums held, deposited or invested therein and all proceeds thereof) with respect to the Mortgage Loan and all other collateral
that is subject to security interests and liens granted to secure the Mortgage Loan under the terms of the Mortgage Loan Documents.


 


“Collection
Account”: As defined in Section 3.4(a).


 






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“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and
including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with
respect to any other Distribution Date, the period commencing on and including the date immediately following the Determination
Date relating to the preceding Distribution Date and ending on and including the Determination Date relating to such Distribution
Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
As defined in the Introductory Statement.


 


“Companion Loan
Note”:  As defined in the Introductory Statement.


 


“Companion Loan
Advance”: With respect to the Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to the Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.


 


“Companion Loan
Holder”: The holder of the Companion Loan.


 


“Companion Loan
Rating Agency”: With respect to the Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan to assign a rating to the related Companion Loan Securities.


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of the Companion Loan
as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion
Loan 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 such Companion Loan Securities (if then
rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion
Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating
Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise
provided in Section 3.28(b) of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from
the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion Loan
Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an
Other Securitization Trust, which assets include the Companion Loan (or a portion thereof or interest therein).


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).


 


“Confidential
Information”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with


 






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respect
to the Mortgage Loan, the Borrower Affiliates and the Property, unless such information (i) was already in the possession
of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than
its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available to the public other
than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel or (iv) is required
to be disclosed by a court of administrative order or lawful discovery demand, provided such Person shall use reasonable efforts
to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate Administrator shall be
permitted to comply with their respective obligations hereunder to make information available to the extent that such information
was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


 


“Control Affiliate”
means, as to any particular person, any person, directly or indirectly through one or more intermediaries, Controlling, Controlled
by or under common Control with, the person in question. As used solely in this definition of “Control Affiliate”,
“Control” means (a) the ownership, directly or indirectly, in the aggregate of 20% or more of the beneficial ownership
interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (other than possession
of voting or control rights granted to a Mezzanine Lender pursuant to the related Mezzanine Loan Documents, the exercise of which
is contingent upon the occurrence and continuance of a Mezzanine Loan Event of Default under the Mezzanine Loan Documents, unless
and until so exercised by such Mezzanine Lender). “Controlled by,” “Controlling” and “under common
Control with” have the respective correlative meanings to such terms. The Trustee and/or the Certificate Administrator may
obtain and rely upon a certification of the Borrower, the Fee Mortgagor, the Mezzanine Borrower, the Sponsor, any Guarantor (or
any replacement guarantor), any Restricted Holder, as applicable, to determine whether any Person is a Control Affiliate.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: CMBS JPM 2016-PLSD, and for certificate transfer services,
at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Certificate Transfers (CMBS)
CMBS JPM 2016-PLSD.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any association or organization that is a successor thereto. If
neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to
such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement
agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such
association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the
establishment of industry standards for reporting transaction-specific information relating to commercial mortgage


 






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pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing
them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If
an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®”
shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Servicer, the Special
Servicer, the Certificate Administrator, and the Trustee.


 


“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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“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 and effective from time to time on the CREFC®
Website.


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status 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 





 






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time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“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”: A report substantially in the form of,
and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance and
Corrected Mortgage Loan 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and on the
same interest accrual basis respecting which any related interest payment due or deemed due on the Mortgage Loan is computed at
the CREFC® Intellectual Property Royalty License Fee Rate (prorated for partial periods).


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Mortgage 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®
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 substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve/LOC 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


 






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may
from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is
reasonably acceptable to the Servicer.


 


“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 as of the Closing Date on the CREFC® Website, or in
such other form for the presentation of such information and containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.


 


“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 and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the full year and year to date net operating income and debt service coverage numbers used
in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property substantially in the form of, and
containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available
as of the Closing Date on the CREFC® Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended by the


 






    -18-


     

    

 


CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“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 as of the Closing Date on the CREFC® Website, or in such
other form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Reports”: Collectively refers to the following reports as such may be amended, updated or supplemented from time to time
as part of the CREFC® “IRP” (Investor Reporting Package), and any additional reports that become part
of the CREFC® IRP from time to time (if agreed to by the parties hereto):


 


(i)               
the following seven electronic files: (i) CREFC® Bond Level File, (ii) CREFC® Collateral
Summary File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update File, (v) CREFC®
Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC® Special Servicer Loan
File; and


 


(ii)               
the following nineteen supplemental reports and templates: (i) CREFC® Comparative Financial Status
Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch
List, (viii) CREFC® Loan Level Reserve/LOC Report, (ix) CREFC® Advance Recovery Report,
(x) CREFC® Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC®
Servicer Realized Loss Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi)
CREFC® Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, (xviii)
CREFC® REO Liquidation Report and (xix) CREFC® Loan Modification Report, as such reports may be
amended, updated or supplemented from time to time.


 






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


 


“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”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch
List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


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


 


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the
Certificate Administrator.


 


“Current Interest
Distribution Amount”: With respect to any Distribution Date for (x) any Regular Certificate, interest accruing during
the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual
Period on the outstanding Certificate Balance or Notional Amount of such Certificate as of the prior Distribution Date (after giving
effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date), and (y) any Uncertificated
Lower-Tier Interest, interest


 






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accruing
during the applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual
Period on the then-outstanding Lower-Tier Principal Amount of such Class as of the prior Distribution Date (after giving effect
to distributions of principal and allocations of Realized Losses on such prior Distribution Date).


 


“Default Interest”:
means, with respect to any Payment Date and the Mortgage Loan, upon the occurrence and continuance of a Mortgage Loan Event of
Default, interest accrued on the Mortgage Loan at the excess of the Default Rate over the applicable Note Interest Rate during
the Mortgage Loan Interest Accrual Period on the outstanding principal balance of the Mortgage Loan and, to the extent permitted
by law, all accrued and unpaid interest on any other amounts then due and payable in respect of the Mortgage Loan, in each case
at the Default Rate during the Mortgage Loan Interest Accrual Period on the outstanding principal balance of the Mortgage Loan,
from the occurrence of the related Mortgage Loan Event of Default (after giving effect to any applicable grace or cure periods).
Default Interest will be computed from the occurrence of the Mortgage Loan Event of Default (after giving effect to any applicable
grace or cure periods) until the cure of such Mortgage Loan Event of Default by the Borrower.


 


“Default Rate”:
As defined in the Mortgage Loan Agreement.


 


“Defect”:
As defined in the Trust Loan Purchase Agreement.


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit W),
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 13 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.


 


“Definitive
Certificate”: Any Certificate in fully registered certificated form without interest coupons.


 


“Delivery Date”:
As defined in Section 2.1(b).


 


“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, and its successors-in-interest.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 






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“Determination
Date”: With respect to each Distribution Date, the ninth (9th) day of the calendar month in which such Distribution
Date occurs or, if such ninth (9th) day is not a Business Day, the preceding Business Day.


 


“Directly Operate”:
With respect to any Foreclosed 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 Foreclosed Property, the holding of such Foreclosed Property
primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust Fund or the
performance of any construction work on the Foreclosed Property, other than through an Independent Contractor; provided,
however, that a Foreclosed 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 Foreclosed Property or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed 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, the Borrower, the Manager, any guarantor, any indemnitor or any other Borrower Affiliate in respect of the
Mortgage Loan or any of their Affiliates and any purchaser of the Mortgage Loan or Foreclosed Property) in connection with the
disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed 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 3.17
of this Agreement; provided, that any compensation and other remuneration that the Servicer or Certificate Administrator
is permitted to receive or retain pursuant to this Agreement in connection with its duties in such capacity will not be Disclosable
Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 8.14(c).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel
of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 






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“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1
of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the
effect that any transfer of a Class R Certificate to such Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State”
and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5(a).


 


“Distribution
Date”: The fourth (4th) Business Day after the Determination Date, beginning in May 2016.


 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Drexel”:
Drexel Hamilton, LLC, a Pennsylvania limited liability company, and its successors-in-interest.


 


“Due Diligence
Service Provider”: As defined in Section 8.14(b).


 


“Eligible Account”:
A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts
maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible
Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company,
is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or state authority, as applicable. An Eligible Account
will not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account ceases
to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering
such account hereunder shall move such account to a holding institution meeting such requirements within 30 days.


 


“Eligible Institution”:
(a) Wells Fargo or such other depository institution or trust company insured by the Federal Deposit Insurance Corporation,
provided that the long-term unsecured debt obligations of Wells Fargo, as applicable, are rated at least “A2” by Moody’s
and “BBB+” by S&P, and the short-term unsecured debt obligations of Wells Fargo, as applicable,


 






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are
rated at least “P-1” by Moody’s and “A-2” by S&P, (b) a depository institution or trust
company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or commercial paper of
which are rated at least “P-1” by Moody’s and “A-1” by S&P (or A-2 by S&P so long as the
long-term unsecured debt obligations of such depositary institution or trust company are rated no less then BBB by S&P) and
in the case of letters of credit or accounts in which funds are held for thirty (30) days or less (or, in the case of accounts
in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A2”
by Moody’s and “BBB+” by S&P) in the case of letters of credit or accounts in which funds are held for more
than thirty (30) days or (c) an account maintained with any other insured depository institution that is the subject of a Rating
Agency Confirmation, from the Rating Agency for which the minimum rating is not met, with respect to any account listed in the
clauses above, or from each Rating Agency, with respect to any account other than one listed in the clauses above.


 


“Environmental
Indemnity”: As defined in the Mortgage Loan Agreement.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time.


 


“Excess Servicing
Fees”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), that portion of
the Servicing Fees that accrue at a per annum rate equal to the Servicing Fee Rate applicable to the Mortgage Loan minus
0.00125%; provided that such rate shall be subject to reduction at any time following any resignation of a Servicer pursuant
to Section 6.4 (if no successor is appointed in accordance with Section 6.4) or any termination of a Servicer
pursuant to Section 7.1, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee
to appoint a qualified successor Servicer (which successor may include the Trustee) that meets the requirements of Section 7.2.


 


“Excess Servicing
Fee Right”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner
of such Excess Servicing Fee Right.


 


“Extended Period”:
As defined in Section 12.2(b).


 


“Extension”:
As defined in Section 12.2(b).


 


“Fee Mortgagor”:
Queens Comic’s NewCo LLC, a Delaware limited liability company.


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation and its successors-in-interest.





 






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“FNMA”:
The Federal National Mortgage Association and its successors-in-interest.


 


“Foreclosed
Property”: The Property or other Collateral securing the Mortgage Loan, title to which has been acquired on behalf of
or in the name of the Trustee on behalf of the Trust and Companion Loan Holder through foreclosure, deed in lieu of foreclosure
or otherwise.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6
and 3.14.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


“Form 8-K Disclosure”
The information described in the Form 8-K items set forth under the “Item on Form 8-K” column on Exhibit U hereto.


 


“Form ABS Due
Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B) of
the Exchange Act and Rule 17g-10 thereunder.


 


“Global Certificate”:
As defined in Section 5.2(b).


 


“Guarantors”:
As defined in the Mortgage Loan Agreement.


 


“Guaranty”:
As defined in the Mortgage Loan Agreement.


 


“Indemnification
Sections”: As defined in Section 11.17.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Borrower Affiliates, the Companion Loan Holder, the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer or in any of their respective Affiliates and (ii) is not connected with
the Depositor, the Borrower Affiliates, the Companion Loan Holder, the Trustee, the Certificate Administrator, the Servicer or
the Special Servicer or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director
or Person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Property or Foreclosed Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of
comparable properties in the geographic area in which the Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such REMIC


 






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were
a real estate investment trust (except that the ownership test set forth in that Section of the Code shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate
value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which
shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer, or the Trust Fund, be
delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship
between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5),
or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator
(or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense
to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer
is providing the Opinion of Counsel with respect to itself) or the Trust Fund, be to the effect that the taking of any action
in respect of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes
of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as
Rents from Real Property.


 


“Initial Purchasers”:
JPMS, Barclays, Drexel and Academy.


 


“Interest Reserve
Account”: As defined in Section 3.4(e).


 


“Inquiries”:
As defined in Section 4.5(a)(i).


 


“Institutional
Accredited Investor”: An institution, that is not a QIB, that is an “accredited investor” within the meaning
of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act, or any entity all of the equity owners of which are such institutions.


 


“Insurance Proceeds”:
(a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement) other than amounts
to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower each in accordance with
the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under the terms of the Mortgage Loan
Agreement, other than amounts applied to the restoration, preservation or repair of the Property in accordance with Accepted Servicing
Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant
to Section 3.11, to the extent related to this Agreement only or (c) any other amounts paid by an insurer pursuant
to any insurance policy required to be maintained by the Borrower, to the extent allocable to the Mortgage Loan under the Mortgage
Loan Documents.


 


“Intercreditor
Agreement”: The Intercreditor Agreement, dated as of the Origination Date, among JPMCB and Barclays, as the initial holders
of the Notes, and the Mezzanine Lenders, as may be further amended from time to time.


 






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“Interest Distribution
Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier Interests,
the sum of the Current Interest Distribution Amount for such Distribution Date and such Class of Certificates or Uncertificated
Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for such Class of Certificates
or Uncertificated Lower-Tier Interests.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier Interests, the amount
by which the Current Interest Distribution Amount for such Class of Certificates and Distribution Date exceeds the portion actually
paid in respect of such Class on such Distribution Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by the Borrower,
or any Affiliate of the Borrower, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however
structured) that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Certificate
Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any Affiliate thereof or the
Special Servicer or any Affiliate thereof has discretion in connection with Investments.


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate,
a prospective purchaser of a Certificate, or a Trust Loan Seller that repurchases its share and that either (a) such Person
is not a Borrower Affiliate (including any Restricted Holder), the Manager, or an agent or Affiliate of any of the foregoing, in
which case such Person shall have access to all the reports and information made available to Privileged Persons hereunder, or
(b) such Person is a Borrower Affiliate, a Restricted Holder or the Manager, or an agent or Affiliate of the foregoing, in
which case such Person shall be permitted to receive access to the Distribution Date Statements prepared by the Certificate Administrator.
The Investor Certification shall be substantially in the form of Exhibit K-1 or Exhibit K-2 hereto, as
applicable, or may be in the form of an electronic certification contained on the Certificate Administrator’s Website containing
the same information as Exhibit K-1 or Exhibit K-2, as applicable. Investor Certifications may be submitted
electronically via the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications
be resubmitted from time to time in accordance with its policies and procedures and, upon receipt of notice substantially in the
form of Exhibit Q hereto from the Special Servicer that a Mezzanine Lender has accelerated any Mezzanine Loan or commenced
foreclosure proceedings against the related Mezzanine Equity


 






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Collateral,
the Certificate Administrator shall require each Restricted Holder to resubmit an Investor Certification.


 


“Investor Q&A
Forum: As defined in Section 4.5(a).


 


“Investor Registry”:
As defined in Section 4.5(b).


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association, and its successors-in-interest.


 


“JPMS”:
J.P. Morgan Securities LLC, a Delaware limited liability company, and its successors-in-interest.


 


“Leases”:
With respect to the Property, a “Lease” as defined in the Mortgage Loan Agreement.


 


“Lender”
As defined in the Mortgage Loan Agreement.


 


“Liquidated
Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of the Property have been recovered.


 


“Liquidation
Event”: Any sale of the Mortgage Loan, any foreclosure on the Property, and sale of any Foreclosed Property, any purchase
of the Mortgage Loan by the Mezzanine Lenders, any repurchase of the Trust Loan by the Trust Loan Sellers or any other liquidation
of the Mortgage Loan.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Mortgage Loan or the
Property (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in connection with the sale of the Mortgage Loan), such expenses including, without
limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee
fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have been previously reimbursed to
the party incurring the same or which were netted against income from any Foreclosed Property and were considered in the calculation
of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Specially
Serviced Mortgage Loan or the Notes, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted
payoff or other liquidation of the Specially Serviced Mortgage Loan or the Property, as to which the Special Servicer receives
any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds related to such Liquidated
Property, Specially Serviced Mortgage Loan or Notes; provided that any such Liquidation Fee shall be reduced by


 






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any
Net Modification Fees paid by the Borrower with respect to the Specially Serviced Mortgage Loan or the Property that were received
and retained by the Special Servicer, but only to the extent those Net Modification Fees have not previously been deducted from
a Work-out Fee or Liquidation Fee; and provided, further, that the Special Servicer shall not be entitled to receive
a Liquidation Fee in connection with (i) a repurchase of the Trust Loan by the Trust Loan Sellers pursuant to the Trust Loan
Purchase Agreement (so long as such repurchase occurs within the ninety (90) day time period required by the Trust Loan Purchase
Agreement for the Trust Loan Sellers to cure or repurchase the Trust Loan (including any applicable extended cure periods), (ii) a
sale of the Mortgage Loan by the Special Servicer to the Servicer or Special Servicer or any Affiliate of the foregoing in accordance
with Section 3.16, or (iii) a purchase of the Mortgage Loan by the Mezzanine Lender pursuant to the purchase
option described in the Intercreditor Agreement (so long as such purchase occurs within ninety (90) days of the date on which
the first Purchase Option Notice (as defined in the Intercreditor Agreement) is delivered to the Mezzanine Lenders).


 


“Liquidation
Fee Rate”: A rate equal to one-half of one percent (0.50%).


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Mortgage Loan or the Property, whether through judicial
foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other
than amounts required to be paid to the Borrower pursuant to law or the terms of the Mortgage Loan Agreement) including the proceeds
of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents
Default Interest).


 


“Trust Loan
Purchase Agreement”: The Mortgage Loan Purchase and Sale Agreement dated as of the Closing Date, by and among the Trust
Loan Sellers and the Depositor.


 


“Trust Loan
Sellers”: JPMCB and Barclays Bank.


 


“Loan Documents”:
As defined in the Mortgage Loan Agreement.


 


“Lockbox Accounts”:
As defined in the Mortgage Loan Agreement.


 


“Lockbox Agreement”:
As defined in the Mortgage Loan Agreement.


 


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier 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 Introductory Statement
to this Agreement, 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 preceding Distribution


 






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Date
(after giving effect to distribution of principal and allocation of Realized Losses pursuant to Sections 4.1(b) and 4.3).


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“MAI Standards”:
Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(i)                
any release of material Collateral or any acceptance of substitute or additional collateral for the Mortgage Loan, or any
consent to either of the foregoing, other than if required pursuant to the specific terms of the Mortgage Loan and for which there
is no material lender discretion;


 


(ii)                
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan
or any consent to such a waiver or consent to a transfer of any Collateral or interests in the Borrower or consent to the incurrence
of additional other than debt for which there is no material lender discretion;


 


(iii)               
any incurrence of direct or indirect additional debt by a Borrower or any additional mezzanine financing (or issuance of
preferred equity that is substantially equivalent to a mezzanine loan) by any beneficial owner of a Borrower other than pursuant
to the specific terms of the Mortgage Loan and for which there is no material lender discretion; and


 


(iv)               
any acceptance of an assumption agreement or otherwise any agreement to release the Borrower, a Guarantor or other obligor
from material liability under the Mortgage Loan or the Mortgage Loan Documents other than pursuant to the specific terms of the
Mortgage Loan and for which there is no lender discretion.


 


“Manager”:
As defined in the Mortgage Loan Agreement.


 


“Management
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Material Breach”:
As defined in the Trust Loan Purchase Agreement.


 


“Material Document
Defect”: As defined in the Trust Loan Purchase Agreement.


 


“Maturity Date”:
The Scheduled Maturity Date or such other date on which the outstanding principal balance of the Mortgage Loan becomes due and
payable, whether by declaration of acceleration, or otherwise.


 


“Mezzanine A
Borrower”: Eklecco Mezzco, LLC, a Delaware limited liability company, together with its successors and permitted assigns.


 






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“Mezzanine A
Lenders”: JPMCB and Barclays Bank, and their successors and assigns.


 


“Mezzanine A
Loan”: The loan made as of April 7, 2016 by the Mezzanine A Lenders to the Mezzanine A Borrower in the original principal
amount of $85,000,000 pursuant to the Mezzanine A Loan Agreement.


 


“Mezzanine A
Loan Agreement”: The Mezzanine A Loan Agreement, dated as of April 7, 2016 between the Mezzanine A Borrower and the Mezzanine
A Lenders.


 


“Mezzanine B
Borrower”: Palisades Junior Mezzco, LLC, a Delaware limited liability company, together with its successors and permitted
assigns.


 


“Mezzanine B
Lenders”: JPMCB and Barclays Bank, and their successors and assigns.


 


“Mezzanine B
Loan”: The loan made as of April 7, 2016 by the Mezzanine B Lenders to the Mezzanine B Borrower in the original principal
amount of $65,000,000 pursuant to the Mezzanine B Loan Agreement.


 


“Mezzanine B
Loan Agreement”: The Mezzanine B Loan Agreement, dated as of April 7, 2016 between the Mezzanine B Borrower and the Mezzanine
B Lenders.


 


“Mezzanine Borrowers”:
The Mezzanine A Borrower and, the Mezzanine B Borrower, as applicable.


 


“Mezzanine Equity
Collateral”: Collectively, the “Collateral” as defined in each of the Mezzanine Loan Agreements.


 


“Mezzanine Lender”:
Collectively, the Mezzanine A Lenders or the Mezzanine B Lenders, as applicable.


 


“Mezzanine Loan”:
The Mezzanine A Loan or the Mezzanine B Loan, as applicable.


 


“Mezzanine Loan
Agreement”: The Mezzanine A Loan Agreement or the Mezzanine B Loan Agreement, as applicable.


 


“Mezzanine Option
Price”: The purchase price for the Mortgage Loan paid by a Mezzanine Lender in connection with such Mezzanine Lender’s
exercise of the purchase option set forth in the Intercreditor Agreement.


 


“Mezzanine Party”:
Each Mezzanine Borrower and each applicable pledgor under the Mezzanine Loan documents.


 


“Modification
Fees”: With respect to the Mortgage 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 (as evidenced by a signed writing) agreed to


 






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by
the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, consent fees, Special Servicing
Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer, in no event shall either
Person be permitted to collect and retain as compensation Modification Fees by such person from the Borrower (taken in the aggregate
with any other Modification Fees collected and earned by such person from the Borrower) in an aggregate amount in excess of $3,000,000
(i.e. shall be subject to an aggregate cap of $3,000,000).


 


“Monthly Payment”:
With respect to the Mortgage Loan and any Distribution Date, the scheduled payment of interest on such Mortgage Loan pursuant to
the Mortgage Loan Agreement, in each case which is due and payable on the preceding Payment Date.


 


“Monthly Payment
Advance”: Any advance made with respect to the Trust Loan by the Servicer or the Trustee pursuant to Section 3.23(a)
or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each reference to the
reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment
or reimbursement of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement.


 


“Moody’s”:
Moody’s Investors Service, Inc., and its successors-in-interest.


 


“Mortgage”:
As defined in the Mortgage Loan Agreement.


 


“Mortgage File”:
As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


“Mortgage Loan”:
As defined in the Introductory Statement to this Agreement.


 


“Mortgage Loan
Agreement”: As defined in the Introductory Statement.


 


“Mortgage Loan
Event of Default”: A “Default” as defined in the Mortgage Loan Agreement.


 


“Mortgage Loan
Documents”: All documents executed or delivered by the Borrower (or their Affiliates) evidencing or securing the Mortgage
Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Mortgage
Loan Agreement.


 


“Mortgage Loan
Event of Default”: An “Event of Default” as defined in the Mortgage Loan Agreement.


 


“Mortgage Loan
Interest Accrual Period”: With respect to each Payment Date and each Note, the period commencing on and including the
ninth (9th) day of the calendar month and ending on and including the eighth (8th) day of such calendar month
immediately preceding such Payment Date.


 


“Mortgage Loan
Purchase Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Mortgage
Loan, (ii) accrued and unpaid interest on


 






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each
Note at the related Note Interest Rate through and including the last day of the related Mortgage Loan Interest Accrual Period
in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances and fees
and amounts owed to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee together with interest on
Advances, (iv) an amount equal to the sum of (A) all interest on outstanding Monthly Payment Advances and (B) all interest
on and all unreimbursed Companion Loan Advance, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably
incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator or Trustee arising out of the
enforcement of the repurchase obligation.


 


“Net Foreclosure
Proceeds”: With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such related Foreclosed
Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant
to Section 3.14(c).


 


“Net Liquidation
Proceeds”: The excess of Liquidation Proceeds received with respect to the Property or the Mortgage Loan over the amount
of Liquidation Expenses incurred with respect thereto.


 


“Net Modification
Fees”: With respect to the Mortgage Loan, the sum of (A) the remainder, if any, of (i) any and all Modification
Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan, minus (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on such Advances
at the Advance Rate to the extent not otherwise paid or reimbursed by the Borrower but excluding Special Servicing Fees, Work-out
Fees and Liquidation Fees) either outstanding or previously incurred on behalf of the Trust with respect to the Mortgage Loan 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 subsequently recovered from the Borrower or otherwise.


 


“Net Note Interest
Rate”: With respect to any Trust Note and any Distribution Date the annualized rate (net of interest at the Servicing
Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee) and
the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest) actually accrued on such Trust
Note during the related Mortgage Loan Interest Accrual Period; provided, however, that for purposes of calculating
Pass-Through Rates, each Net Note Interest Rate will be determined without regard to any modification, waiver or amendment of the
terms of the Trust Loan, whether agreed to by the Servicer, the Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the Borrower, or otherwise; provided, further, however, that (i) the Net Note Interest
Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Dates in (a) January and February in each year that is
not a leap year or (b) in February only in each year that is a leap year (unless the related Distribution Date is the final Distribution
Date), will be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day
months in order to produce the aggregate amount of interest (net of the Servicing Fee, the Certificate Administrator Fee (including
the portion that is the Trustee Fee and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default
Interest) actually accrued on the Trust Loan during


 






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such
Mortgage Loan Interest Accrual Period, minus the applicable Withheld Amount and (ii) the Net Note Interest Rate for the Mortgage
Loan Interest Accrual Period preceding the Payment Date in March (or February, if the related Distribution Date is the final Distribution
Date), will be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve
30-day months in order to produce the aggregate amount of interest (net of the Servicing Fee, the Certificate Administrator Fee
(including the portion that is the Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive
of Default Interest) actually accrued on the Trust Loan during such Mortgage Loan Interest Accrual Period, plus the applicable
Withheld Amounts.


 


“Net Proceeds”:
As defined in the Mortgage Loan Agreement.


 


“New Lease”:
Any lease with respect to a Foreclosed 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 5.2(c).


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding or (ii) a “prohibited transaction” or “prohibited
contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates
are outstanding.


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable
business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Mortgage Loan or the Property (in the case
of Property Protection Advances or Administrative Advances) or the Trust Loan (in the case of Monthly Payment Advances) from funds
on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other things) the items listed
in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.3(f).


 


“Non-U.S. Person”:
A Person that is not a U.S. Person.


 


“Note Interest
Rate”: means, with respect to each Note, the per annum rate at which interest accrues on such Note as set forth
in the Mortgage Loan Agreement without giving effect to the Default Rate.


 


“Notional Amount”:
In the case of the Class X-CP Certificates, the Class X-CP Notional Amount. In the case of the Class X-NCP Certificates,
the Class X-NCP Notional Amount.


 






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“Notes”:
As defined in the Introductory Statement to this Agreement.


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including any Rating Agency)
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 (a) such
NRSRO is a Rating Agency, or (b) that such NRSRO has provided the Depositor with the appropriate certifications under paragraph
(e) of Rule 17g-5, such NRSRO has access to the Depositor’s 17g-5 Internet website and any confidentiality provisions
relating to information on the Depositor’s 17g-5 Internet website apply equally to information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


“Offering Circular”:
The Offering Circular, dated April 21, 2016, for the Certificates.


 


“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President or
a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Trust Loan
Sellers or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed
by any of the above designated officers and also 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) with respect to the
Certificate Administrator and the Trustee, a Responsible Officer.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or the
Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal
Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Origination
Date”: April 7, 2016.


 


“Other Depositor”:
With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation
AB).


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is 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 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 and for the purposes of Sections
13.7, 13.8,


 






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13.9
and 13.16 only, 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”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.


 


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds the Companion
Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below; and for each Uncertificated
Lower-Tier Interest, the Net Note Interest Rate of the Related Notes at which, in each case, interest accrues on the Certificate
Balance, Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement
to this Agreement.


 


	
        Class
of Certificates
	
        Pass-Through
Rate

	Class A Certificates	Class A Pass-Through Rate
	Class X-CP Certificates	Class X-CP Pass-Through Rate
	Class X-NCP Certificates	Class X-NCP Pass-Through Rate
	Class B Certificates	Class B Pass-Through Rate
	Class C Certificates	Class C Pass-Through Rate
	Class D Certificates	Class D Pass-Through Rate


 


“Payment Date”:
The ninth (9th) day of each month during the term of the Mortgage Loan, without a grace period, or, if such day is not a Business
Day, the preceding Business Day.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the initial Certificate Balance or Notional Amount
of such Certificate divided by the initial Certificate Balance or Notional Amount of all of the Certificates of the related Class.
With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Permitted Encumbrances”:
As defined in the Mortgage Loan Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those
issued by the Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates, payable on demand or
having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring
such investment and meeting one of the appropriate standards set forth below:


 






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(i)                
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted
Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of
the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency
bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations(1) rated at least “A-1” by S&P, if such obligations
mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if
such obligations mature in 365 days or less;


 


(ii)                
federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements
having maturities of not more than 365 days of any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia, the short-term debt obligations of which are rated (a) “A-1+”
(or the equivalent) by S&P and, if it has a term in excess of three months, the long-term debt obligations of which are rated
“AAA” (or the equivalent) by S&P, and that (1) is at least “adequately capitalized” (as defined in
the regulations of its primary Federal banking regulator) and (2) has Tier 1 capital (as defined in such regulations) of not less
than $1,000,000,000, and (b) in one of the following Moody’s rating categories: (1) for maturities less than one month,
a long-term rating of “A2” or a short-term rating of “P-1”, (2) for maturities between one and three months,
a long-term rating of “A1” and a short-term rating of “P-1”, (3) for maturities between three months to
six months, a long-term rating of “Aa3” and a short-term rating of “P-1” and (4) for maturities over six
months, a long-term rating of “Aaa” and a short-term rating of “P-1”, or such other ratings as confirmed
in a Rating Agency Confirmation;


 


(iii)               
deposits that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


 


(iv)               
commercial paper rated (a) “A-1+” (or the equivalent) by S&P and having a maturity of not more than 365
days, and (b) in one of the following Moody’s rating categories: (i) for maturities less than one month, a long-term rating
of “A2” or a short-term rating of “P-1”, (ii) for maturities between one and three months, a long-term
rating of “A1” and a short-term rating of “P-1”, (iii) for


 






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maturities
between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1” and (iv)
for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1”;


 


(v)                
any money market fund that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest
rating obtainable from S&P and Moody’s;


 


(vi)               
the Wells Fargo Advantage Heritage Money Market Fund, so long as it is rated by S&P and Moody’s in its highest
money market fund ratings category (or, if not rated by S&P or Moody’s, as otherwise acceptable to S&P or Moody’s,
as applicable, and as confirmed in a Rating Agency Confirmation relating to the Certificates);


 


(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


 


(viii)              
such other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation.


 


provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified
rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript,
and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash
flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar
of principal due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with
such index; and provided, further, however, that no such instrument shall be a Permitted Investment (a) if
such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest
payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield
to maturity at par of such underlying obligations 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 the Upper-Tier REMIC or the Lower-Tier
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 Servicer receives an Opinion of Counsel, at its own expense, to the effect
that such investment will not cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC. Permitted Investments
that are subject to prepayment or call may not be purchased at a price in excess of par. All investments shall mature or be redeemable
upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their


 






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purchase and (y) the
Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, appraisal fees, banking fees, insurance
commissions or fees, property condition report fees and appraisal 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 the Mortgage Loan or Foreclosed Property in
accordance with this Agreement.


 


“Permitted Transferee”:
Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by
the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person
would not cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. 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. Person or
(e) a U.S. 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. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
bank, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in
such capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(m).


 


“Principal Distribution
Amount”: For each Distribution Date, the sum of (i) the Regular Principal Distribution Amount for such Distribution
Date and (ii) the aggregate Principal Shortfalls in respect of prior Distribution Dates.


 


“Principal Shortfall”:
For each Distribution Date, the amount by which the Regular Principal Distribution Amount for such Distribution Date exceeds the
amount actually distributed in respect of principal to the Certificates on such Distribution Date.


 


“Privileged
Information”: Any strategically sensitive information that the Special Servicer has reasonably determined could compromise
the Trust’s position in any ongoing or future negotiations with the Borrower or other interested party.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, any Trust Loan Seller, any Person, including the Companion Loan Holder, who provides the Certificate
Administrator with an Investor Certification and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator,
which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website. For purposes of obtaining access to information in the possession of the Certificate Administrator and/or receiving any
information or report from the Certificate Administrator’s Website (including accessing the


 






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Investor
Q&A Forum), other than Distribution Date Statements only, each Borrower Affiliate (including any Restricted Holder), the Manager
and the respective agents or Affiliates of the foregoing (in each case, as evidenced by an Investor Certification in the form
of Exhibit K-2 hereto) shall be deemed to not be a “Privileged Person”.


 


“Property”:
As defined in the Mortgage Loan Agreement.


 


“Property Protection
Advance”: As defined in Section 3.23(b).


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Bidder”:
As defined in Section 7.2(b).


 


“Rated Final
Distribution Date”: (a) With respect to the Class A, Class X-NCP, Class B, Class C and Class D Certificates, the
Distribution Date in April 2033, and (b) with respect to the Class X-CP Certificates, the Distribution Date in May 2018.


 


“Rating Agency”:
Moody’s and S&P, as applicable.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by a 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) immediately
prior to the occurrence of the action, failure to act or other event with respect to which Rating Agency Confirmation is sought,
which Rating Agency Confirmation may be obtained or deemed to be satisfied as set forth in Section 3.27 hereof; provided
that a written waiver (which may be in electronic form) or other acknowledgment from the Rating Agency indicating its decision
not to review or to decline 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 the Rating Agency with respect to such matter. At any time during which
no Certificates are rated by a Rating Agency, no Rating Agency Confirmation will be required from that Rating Agency. With respect
to any matter affecting the Companion Loan, so long as the Companion Loan has been securitized in a future transaction, any Rating
Agency Confirmation will also refer to the Companion Loan Rating Agency Confirmation.


 


“Rating Agency
Inquiry”: As defined in Section 4.5(d).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).


 


“REA”:
As defined in the Mortgage Loan Agreement.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balances of the Sequential
Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding principal
balance of the Mortgage Loan after giving effect to (a) any payments of principal received with respect to the Payment Date
occurring immediately prior to such Distribution Date and (b) the aggregate


 






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reductions
of the principal balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy proceeding, modification
or otherwise.


 


“Record Date”:
With respect to any Distribution Date, the close of business on the last Business Day of the calendar month preceding the month
in which such Distribution Date occurs.


 


“Regular Certificates”:
The Class A, Class X-CP, Class X-NCP, Class B, Class C and Class D Certificates.


 


“Regular Principal
Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, the sum of (a) all amounts
collected or advanced in respect of principal with respect to the Mortgage Loan during the related Collection Period and (b) the
principal portion of the Mortgage Loan Purchase Price, all amounts received in respect of principal from Net Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds or the sale of the Mortgage Loan to a Mezzanine Lender or otherwise in respect of principal
received on the Mortgage Loan.


 


“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, in each case, as effective
from time to time as of the compliance dates specified therein.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Related Certificates”,
“Related Notes”, “Related Uncertificated Lower-Tier Interests”: For the following Classes
of Certificates, Classes of Uncertificated Lower Tier Interests, the related Class of Certificates or Class of Uncertificated Lower
Tier Interests, as applicable, set forth below:


 


	
        Related
Notes
	
        Related
Uncertificated Lower-Tier Interests
	
        Related
Certificates

	Trust A Notes	Class LA Uncertificated Interest	Class A
	B Notes	Class LB Uncertificated Interest	Class B
	C Notes	Class LC Uncertificated Interest	Class C
	D Notes	Class LD Uncertificated Interest	
        Class D



 


“Relevant Distribution
Date” means with respect to any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
with respect to an Other Securitization holding the Companion Loan, the “Distribution Date” (or analogous concept)
under the related Other Pooling and Servicing Agreement.


 






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“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.


 


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code.


 


“Remittance
Date”: With respect to each Distribution Date, the Business Day preceding such Distribution Date.


 


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


 


“REO Management
Fee”: As to the Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing the Property while it is owned by the Trust Fund, which shall be reasonable and customary in the
market in which the Property is located.


 


“Reporting Servicer”:
The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Mortgage File”: With respect to any repurchase of the whole Mortgage Loan pursuant to Section 2.8, the Mortgage
File, and with respect to the repurchase of a portion of the Mortgage Loan with respect to the Property or Foreclosed Property,
as applicable, the new promissory note, mortgage and other documents evidencing the new mortgage loan created as a result of the
release of the cross-collateralization provisions of the Mortgage Loan Agreement.


 


“Repurchase
Price” means, with respect to each Trust Loan Seller, the product of (A) such Trust Loan Seller’s Loan Percentage
Interest and (B) an amount (without duplication) generally equal to the sum of (i) the unpaid principal balance of the Trust Loan,
(ii) accrued and unpaid interest on the Trust Loan at the weighted average of the Note Interest Rates (exclusive of the Default
Rate) of the Trust Notes to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase
is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on Advances, (iv)
an amount equal to all interest on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other
out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee arising out of the enforcement of the repurchase obligation.


 


“Repurchase
Request”: With respect to the Mortgage Loan, any request or demand whether oral or written that the Mortgage Loan be
repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation
or warranty.


 


“Repurchase
Request Recipient”: As defined in Section 2.2(d).


 






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“Repurchase
Request Withdrawal”: As defined in Section 2.2(d).


 


“Requesting
Party”: As defined in Section 3.27.


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance
(taking into account any Appraisal Reduction Amount as of such Distribution Date) that would be required to be made on the related
Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Payment (or an Assumed Monthly Payment) for
the related Payment Date (or an assumed Payment Date) less (b) the aggregate compensation payable on such Remittance Date
to the Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that constitutes the Trustee
Fee) and to CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee.


 


“Reserve Account”:
Any reserve account required to be maintained under the Mortgage Loan Agreement.


 


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


 


“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 also, 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 also, 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, and in the
case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the
Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner, prospective purchaser of a Certificate, the Special Servicer, the Servicer,
the Certificate Administrator, the Trustee, the Depositor, a Mortgage Loan Seller or any agent or Affiliate of the foregoing that
is an owner of any interest (whether legally, beneficially or otherwise) in a Mezzanine Loan where the related Mezzanine Lender
has accelerated any Mezzanine Loan or commenced foreclosure proceedings against the related Mezzanine Equity Collateral.


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.2(d).


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 






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“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A Global
Certificate”: As defined in Section 5.2(b).


 


“Rule 144A Information”:
As defined in Section 3.21(d).


 


“Rule 144A Information
Recipients”: As defined in Section 3.21(d).


 


“Sarbanes Oxley
Act” means 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”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


 


“S&P”:
Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and its successors-in-interest.


 


“Scheduled Maturity
Date”: The Payment Date occurring in April 2021.


 


“Sequential
Pay Certificates”: The Certificates other than the Class X-CP, Class X-NCP and Class R Certificates.


 


“Servicer”:
Wells Fargo, or if any successor servicer is appointed as herein provided, such successor servicer.


 


“Servicer Customary
Expense”: As defined in Section 3.17.


 


“Servicer Investment
Personnel”: As defined in Section 6.5(a).


 


“Servicer Servicing
Personnel”: As defined in Section 6.5(a).


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loan or
any other assets of the Trust by an entity (other than the Certificate Administrator or Trustee) that meets the definition of “servicer”
set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB.
For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants
in the commercial mortgage-backed securities industry.


 


“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 L hereto.


 


“Servicing Fee”:
With respect to the Trust Loan and the Companions Loan, a fee payable monthly out of amounts that represent interest collected
on the Mortgage Loan to the


 






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Servicer
pursuant to Section 3.17, (which includes the Excess Servicing Fee), that will accrue at the Servicing Fee Rate, computed
on the basis of the same principal amount, on the same interest accrual basis, and for the same Mortgage Loan Interest Accrual
Period respecting which any related interest payment on the Trust Loan or the Companion Loan, as the case may be, is (or would
have been) computed. For the avoidance of doubt, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing Fee
Rate”: With respect to the Trust Loan, 0.00250% per annum; and with respect to the Companion Loan, 0.00125% per
annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria
as of any date of determination.


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Mortgage
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing Released
Bid”: As defined in Section 7.2(b).


 


“Servicing Retained
Bid”: As defined in Section 7.2(b).


 


“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 Relevant 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. The parties to this Agreement acknowledge that that in the event the Mortgaged Property securing the Companion
Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
that includes the Companion Loan, the date on which quarterly financial statements are required to be delivered to the related
lender under the related Mortgage Loan documents is, with respect to net operating income information, forty-five (45) days following
the end of each fiscal quarter, subject to the terms of the related loan agreement.


 


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


 


“Similar Law”:
As defined in Section 5.3(m).


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
Wells Fargo, or if any successor special servicer is appointed as herein provided, such successor special servicer.


 






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“Special Servicer
Customary Expense”: As defined in Section 3.17(c).


 


“Special Servicer
Investment Personnel”: As defined in Section 6.5(b).


 


“Special Servicer
Servicing Personnel”: As defined in Section 6.5(b).


 


“Special Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Special Servicing
Fee”: If the Mortgage Loan becomes a Specially Serviced Mortgage Loan, a fee payable monthly to the Special Servicer
equal to an amount computed on the basis of the same principal amount and for the same period respecting which any related interest
payment on the Specially Serviced Mortgage Loan is computed, at a rate of 0.25% per annum until the Special Servicing Loan
Event with respect to the Specially Serviced Mortgage Loan no longer exists. Such fee shall be in addition to, and not in lieu
of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special
Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing
Loan Event”: With respect to the Mortgage Loan, (i) the Borrower has not made two consecutive Monthly Payments (and
has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents) in respect of the Mortgage
Loan; (ii) the Servicer and/or the Trustee have made two consecutive Monthly Payment Advances with respect to the Mortgage
Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Borrower fails to make the entire
Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before the due date of such Balloon Payment,
a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Servicer which
provides that such refinancing will occur within 120 days after the date on which such Balloon Payment will become due (provided
that a Special Servicing Loan Event will occur if either (x) such refinancing does not occur before the expiration of the
time period for refinancing specified in such binding commitment or (y) the Servicer is required to make a Monthly Payment
Advance at any time prior to such refinancing); (iv) the Servicer has received notice that the Borrower has become the subject
as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come
due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened
foreclosure of any lien on the Property securing the Mortgage Loan; (vi) the Borrower has expressed in writing to the Servicer
or Special Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment
of the Servicer (consistent with Accepted Servicing Practices), a default in the payment of principal or interest under the Mortgage
Loan is reasonably foreseeable; or (viii) a default under the Mortgage Loan of which the Servicer has notice (other than a
failure by the Borrower to pay principal or interest) and which materially and adversely affects the interests of the Certificateholders
and any Companion Loan Holder has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan
Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease
(a) with respect to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrower
has brought the Mortgage Loan current and with respect to clauses (i) and (ii), has thereafter made three consecutive
full and timely scheduled monthly interest payments on the Mortgage Loan, including, in the case of any of clauses (i),
(ii) and (iii) above,


 






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including
pursuant to the workout of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Servicer
(consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as
described above) that would constitute a Special Servicing Loan Event.


 


“Specially Serviced
Mortgage Loan”: The Mortgage Loan during the occurrence of a Special Servicing Loan Event.


 


“Sponsor”:
Pyramid Management Group, LLC, a New York limited liability company.


 


“Startup Day”:
As defined in Section 12.1(c).


 


“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 industry) of the Mortgage Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority of the Servicer
(or a Sub-Servicer of the Servicer), the Special Servicer or an Additional Servicer (or a Sub-Servicer of an Additional Servicer).


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with
respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee, to serve as manager of a
Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency, will not result in
the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.


 


“Tax Matters
Person”: The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier REMIC,
pursuant to Treasury Regulations Section 1.860F-4(d).


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(f).


 


“Terminating
Party”: As defined in Section 7.1(f).


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 






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“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “Palisades Center Trust 2016-PLSD”.


 


“Trust A Notes”:
The promissory notes designated as Note A-1-A and Note A-2-A evidencing a portion of the Trust Loan.


 


“Trust and Servicing
Expenses”: As defined in the Mortgage Loan Agreement.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Notes together with
the Mortgage File (exclusive of the original Companion Loan Notes) relating thereto; (ii) all scheduled and unscheduled payments
on or collections in respect of the Trust Notes; (iii) any Foreclosed Property (but only to the extent of the Trust’s
interest in such Foreclosed Property); (iv) all revenues received in respect of any Foreclosed Property (but only to the extent
of the Trust’s interest in such Foreclosed Property); (v) the Servicer’s, Special Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and any proceeds
thereof (but only to the extent of the Trust’s interest therein); (vi) any indemnities or guaranties given as additional
security for the Trust Notes (but only to the extent of the Trust’s interest therein); (vii) all funds deposited in
the Collection Account (but only to the extent of the Trust’s interest therein), the Interest Reserve Account and the Distribution
Account, including reinvestment income thereon (except as otherwise provided herein); (viii) any environmental indemnity agreements
relating to the Property (but only to the extent of the Trust’s interest therein); (ix) the rights and remedies of the
Depositor under the Trust Loan Purchase Agreement; (x) the security interest in the Reserve Accounts granted pursuant to Section 2.1
(but only to the extent of the Trust’s interest therein); (xi) all other assets included or to be included in the Lower-Tier
REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds
of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without limitation,
all interest on Advances and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the Borrower or deemed
a Nonrecoverable Advance) and all other amounts (such as indemnification payments, Special Servicing Fees, Work-out Fees and Liquidation
Fees), in each case, permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, the Special Servicer or the
Certificate Administrator (on behalf of itself or the Trustee), as applicable, from the Collection Account or the Distribution
Account pursuant to this Agreement.


 


“Trust Loan”:
As defined in the Introductory Statement hereto.


 


“Trustee”:
Wilmington Trust, National Association, in its capacity as trustee, if any successor thereto is appointed as herein provided, such
successor.


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5.


 






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“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC and Class LD Uncertificated Interests.


 


“Uninsured Cause”:
Any cause of damage to property of the Borrower subject to the Mortgage such that the complete restoration of the Property is not
fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained
with respect thereto pursuant to the terms of the Mortgage Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage
Loan or upon foreclosure or liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during the
related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on such Mortgage Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


 


“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 


“U.S. Person”:
A Person that is (i) a citizen or resident alien of the United States; (ii) a corporation, partnership (except as provided
in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes; (iii) an
estate whose income is subject to United States federal income tax regardless of the source of its income; (iv) 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. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided as applicable
Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person); or (v) any
other Person that is disregarded as separate from its ownership for U.S. federal income tax purposes and whose owner is described
in clauses (i) through (iv) above.


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (1) (x) except as described in clause (y) of this clause (1), 4% in the aggregate to the Class X Certificates
(for so long as (A) the Notional Amount of such Classes has not been reduced to zero and (B) with respect to the Class X-CP Certificates,
the related


 






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Pass-Through
Rate has not been reduced to zero) allocated to such Classes, pro rata, based on their respective Notional Amounts and
(y) 0% to the Class X Certificates in the case of votes pertaining to terminating and replacing the Special Servicer as described
in Section 7.1 and (2) in the case of any other Class of Regular Certificates, a percentage equal to the product of
(x) the percentage of Voting Rights remaining after allocations in clause (1) above, and (y) a percentage equal to the
aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction
in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates) of the Class, in each case, determined
as of the prior Distribution Date, divided by the aggregate Certificate Balance (and in connection with certain votes under this
Agreement, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to
the Certificates) of all Classes of Sequential Pay Certificates, in each case determined as of the prior Distribution Date. The
Class R Certificates shall not be entitled to any Voting Rights.


 


“Wells Fargo”:
Wells Fargo Bank, National Association, a national banking association, and its successors-in-interest.


 


“Wilmington
Trust”: Wilmington Trust, National Association, a national banking association, and its successors-in-interest.


 


“Withheld Amounts”:
As defined in Section 3.4(e).


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17(c) equal to one-half of one percent (0.50%) of each
payment of principal and interest (other than Default Interest) made on the Mortgage Loan following the execution of a written
agreement with the Borrower negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following resolution
of such Special Servicing Loan Event by such agreement (for so long as another Special Servicing Loan Event does not occur); provided
that any such Work-out Fee shall be reduced by the Net Modification Fees paid by the Borrower with respect to the Mortgage Loan
that were received and retained by the Special Servicer, but only to the extent those Net Modification Fees have not previously
been deducted from a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee will be reduced to an amount (but not to
an amount less than zero) until the aggregate amount of such reductions equals such Net Modification Fees).


 


“Yield Maintenance
Premium”: As defined in the Mortgage Loan Agreement.


 


“Yield Maintenance
Default Premium”: As defined in the Mortgage Loan Agreement.


 


1.2.           
Interpretation. (a)  Whenever this Agreement refers to a Distribution Date and a “related”
Collection Period, Mortgage Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, such reference shall
be to the Collection Period, Mortgage Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, as applicable,
occurring immediately preceding or most recently ended prior to, as applicable, such Distribution Date.


 






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(b)              
Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)               
The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)              
Calculations of interest on the Regular Certificates shall be computed on the basis of a 360-day year consisting of twelve
30-day months.


 


1.3.           
Certain Calculations in Respect of the Mortgage Loan. (a)  All amounts collected by or on behalf of the
Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower, Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds shall be applied to amounts due and owing under the Mortgage Loan Documents and the Co-Lender Agreement
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents
and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent
that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder
after a Mortgage Loan Event of Default, all such amounts collected that are not required to be distributed to the Companion Loan
Holder pursuant to the Co-Lender Agreement shall be deemed to be applied in the following order of priority: first, as a
recovery of any unreimbursed Advances plus interest accrued thereon and, if applicable, unpaid Liquidation Expenses and unpaid
Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances and interest thereon to the extent previously reimbursed
from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest on each
Trust Note that has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid
interest on each outstanding Trust Note at the applicable Note Interest Rate (without giving effect to any increase in such Trust
Note Interest Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan Event Default) through and including
the end of the Mortgage Loan Interest Accrual Period in which such collections were received by or on behalf of the Trust, over
(ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment
Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction
Amounts allocable to the Trust Loan (to the extent that collections have not been applied as a recovery of accrued and unpaid interest
pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued
and unpaid interest on the Trust A Notes (on a pro rata basis), the Trust B Notes (on a pro rata basis), the Trust
C Notes (on a pro rata basis) and the Trust D Notes (on a pro rata basis), in that order); fourth, as a recovery
of principal due and payable on the Trust Loan, including by reason of acceleration of the Trust Loan following an Mortgage Loan
Event of Default (or, if the Trust Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance), first, to the Trust A Notes (to reduce the outstanding principal balance of the Trust A Notes on a pro
rata basis), then to the Trust B Notes (to reduce the outstanding principal balance of the Trust B Notes on a pro rata
basis), then to the Trust C Notes (to reduce the outstanding


 






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principal
balance of the Trust C Notes on a pro rata basis) and then to the Trust D Notes (to reduce the outstanding principal balance
of the trust D Notes on a pro rata basis), in each case until their respective principal balances have been reduced to
zero; fifth, as a recovery of accrued and unpaid interest on the Notes to the extent of the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore
occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections
have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such
accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes (on a pro rata
basis), the Trust B Notes (on a pro rata basis), the Trust C Notes (on a pro rata basis) and the Trust D Notes (on
a pro rata basis), in that order); sixth, as a recovery of amounts to be currently applied to the payment of, or
escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items; seventh, as
a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any Yield Maintenance
Premium and Yield Maintenance Default Premium on the Trust Loan, ninth, as a recovery of any Assumption Fees and Modification
Fees then due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or late charges then due
and owing under the Mortgage Loan; and eleventh, as a recovery of any other amounts then due and owing under the Mortgage
Loan, provided that, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with
respect to any partial release of the Property (including following a condemnation) from the lien of the applicable Mortgage and
Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such
REMIC provisions if, immediately following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely
on real property and excluding any personal property and going concern value).


 


(b)              
Collections by or on behalf of the Trust in respect of Foreclosed Property (exclusive of amounts to be applied to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) that are not required to be
distributed to the Companion Loan Holder pursuant to the Co-Lender Agreement shall be deemed to be applied in the following order
of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued thereon and, if applicable,
unpaid Liquidation Expenses and unpaid Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances and interest
thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery
of accrued and unpaid interest on the Trust Notes to the extent of the excess of (i) accrued and unpaid interest on each Trust
Note on each outstanding Note at the applicable Note Interest Rate (without giving effect to any increase in such Note Interest
Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan Default) through and including the end of the Mortgage
Loan Interest Accrual Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan
that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent
that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below
on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes
(on a pro rata basis), the Trust B Notes (on a pro rata basis), the Trust C Notes (on a pro rata basis) and
the Trust D Notes (on a pro rata basis), in that order); fourth, as a recovery of


 






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principal
of the Trust Loan to the extent of its entire unpaid principal balance, first, to the Trust A Notes (to reduce the outstanding
principal balance of the Trust A Notes on a pro rata basis), then to the Trust B Notes (to reduce the outstanding principal
balance of the Trust B Notes on a pro rata basis), then to C Notes (to reduce the outstanding principal balance of the
Trust C Notes on a pro rata basis) and then to the Trust D Notes (to reduce the outstanding principal balance of the Trust
D Notes on a pro rata basis), in each case until their respective principal balances have been reduced to zero; fifth,
as a recovery of accrued and unpaid interest on the Notes to the extent of the cumulative amount of the reductions (if any) in
the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under
Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore
been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued
and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes (on a pro rata basis),
the Trust B Notes (on a pro rata basis), the Trust C Notes (on a pro rata basis) and the Trust D Notes (on a pro
rata basis), in that order); sixth, as a recovery of Yield Maintenance Premium and Yield Maintenance Default Premium
on the Trust Loan; seventh, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage Loan;
and eighth, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan.


 


(c)               
All net present value calculations and determinations made under the Trust and Servicing Agreement with respect to the Mortgage
Loan or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”)
shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and
interest payments on the Mortgage Loan or sale of the Mortgage Loan by the Special Servicer the higher of (1) the rate determined
by the Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrower
on similar debt of the Borrower as of such date of determination and (2) the weighted average of the Note Interest Rate on
each Note based on its outstanding principal balance of such Note and (ii) for all other cash flows, including property cash
flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 


2.                 
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1.           
Creation and Declaration of Trust; Conveyance of the Mortgage Loan. (a) The Depositor, concurrently with the execution
and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust
to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein and in the
Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing
or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”,
including without limitation (i) all rights and remedies of the Depositor under the Trust Loan Purchase Agreement, (ii) all
right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the
Depositor in and to the Mortgage Loan as of the Closing Date, and (iv) all other assets included or to be included in the
Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the
Mortgage Loan due and payable on and after the Closing Date and all principal payments received on or after the Closing Date.


 






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Such sale, transfer and
assignment include any related escrow accounts and any security interest under the Mortgage Loan (whether in real or personal property
and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower
or any other party under the Mortgage Loan Documents relating to the Mortgage Loan. Such sale, transfer and assignment further
include all Mortgage Loan Documents relating to the Mortgage Loan.


 


(b)              
In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian
(i) the original Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of Holders of Palisades Center Trust 2016-PLSD, Commercial
Mortgage Pass-Through Certificates, Series 2016-PLSD without recourse or warranty except as set forth in the Trust and Servicing
Agreement, dated as of April 29, 2016, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Servicer and as Special Servicer, and as Certificate Administrator and Wilmington Trust, National
Association as Trustee”, which Notes and all endorsements thereon shall show a complete chain of endorsement from the original
payee(s) to the Trustee and (ii) on or before the fifth day after the Closing Date (the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Notes required under clause (i)
above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)            
the original Mortgage Loan Agreement, including all amendments thereto;


 


(B)             
each original counterpart of the Mortgages or certified copies of the recorded counterparts of the Mortgages;


 


(C)             
each original Assignment of Mortgage, each in favor of the Trustee, and each in a form that is complete and suitable for
recording in the applicable jurisdiction in which the Property is located to “Wilmington Trust, National Association, as
Trustee, for the benefit of Holders of Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series
2016-PLSD”, without recourse;


 


(D)            
the original Environmental Indemnity;


 


(E)             
a copy of the Management Agreements;


 


(F)              
the original Assignment of Management Agreements;


 


(G)            
 the original Cash Management Agreement;


 


(H)            
where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured
party named in such UCC-1 financing statement


 






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to
the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of
the Mortgage Loan;


 


(I)               
the lender’s title insurance policies obtained in connection with the origination of the Mortgage Loan (or marked,
signed commitments to insure or pro forma title insurance policies), which may be an electronically issued policy, together
with any endorsements thereto;


 


(J)               
if a material portion of the interest of the Borrower in the Property consists of a leasehold interest, the original or
a copy of the ground lease relating to the Property, together with any estoppels from the related ground lessors and a notice to
the related ground lessor of the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;


 


(K)            
any other material written agreements related to the Mortgage Loan or any other loan documents executed by the Borrower,
the Guarantors or any other obligor or related party in connection with the closing of the Mortgage Loan or amendment thereof and
any legal opinions delivered in connection with the closing of the Mortgage Loan;


 


(L)             
all other instruments, if any, constituting additional security for the repayment of the Mortgage Loan;


 


(M)           
the Lockbox Agreement;


 


(N)            
a copy of each Mezzanine Loan Agreement, each Mezzanine Loan note, each mezzanine pledge agreement, each mezzanine contribution
agreement, each mezzanine guaranty agreement, each mezzanine environmental indemnity, each mezzanine assignment of title insurance
proceeds, each mezzanine subordination of management agreement and an original of the Intercreditor Agreement;


 


(O)            
an original of the Guaranty; and


 


(P)              any
and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


The Depositor shall provide
the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession constituting
part of the Mortgage File.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of Mortgage
and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded,
as applicable, by a


 






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designee
of the Depositor, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable
governmental offices, to the Custodian, with a copy to the Servicer. In the event that any such document is determined to be defective
or not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document
is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and shall
cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary
contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage
or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder and the obligations
of the Trust Loan Sellers under the Trust Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the
Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording office to be
a true and complete copy of the recorded original thereof.


 


The ownership of the
Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the
Trustee for the benefit of the Certificateholders and, with respect to any contents of the Mortgage File (other than the Trust
Notes), the Companion Loan Holder. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with
the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties that the Mortgage Loan has
been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to the Mortgage Loan that are
not delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be,
in trust for the benefit of the Certificateholders. In the event that any such original document is required pursuant to the terms
of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.


 


2.2.           
Acceptance by the Trustee and the Custodian. (a)  By its execution and delivery of this Agreement, the
Trustee acknowledges the assignment to it by the Depositor of the Trust Fund in good faith without notice of adverse claims and
the Custodian declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting
the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the
conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holder.


 


(b)              
The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Custodian
that (i) the original Notes specified in clause (i) of the definition of “Mortgage File” and all allonges
thereto, if any, have been received by the Custodian; and (ii) such original Notes have been reviewed by the Custodian and
(A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed
by the Borrower), (B) appear to have been executed and (C) purport to relate to the Mortgage Loan. The Custodian agrees
to review or cause to be reviewed the Mortgage File within thirty (30) days after the Closing Date, and to deliver to the Depositor,
the Companion Loan Holder, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer a report certifying,
subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have
been received, and (B) all documents have been executed, appear to be what they purport to be, purport to be recorded or filed
(as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to


 






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relate
to the Mortgage Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth
in this Section 2.2(b). The Custodian shall be under no duty or obligation to inspect, review, or examine any such
documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient,
duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or
recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any
document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that
any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to
be on its face, or whether the title insurance policies relate to the Property.


 


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C)
and (H) of Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered
for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional
basis as of the Delivery 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 Trust
Loan Sellers to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian
on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B),
(C) and (H) of Section 2.1(b) 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 180 days of the Closing Date (or within such
longer period, not to exceed 18 months, after the Closing Date as the Custodian shall consent to so long as the Depositor provides
a certification in writing to the Custodian no less often than every 90 days that it is attempting in good faith to obtain from
the appropriate public filing office or county recorder’s office such original or photocopy).


 


(c)               
Upon the first anniversary following the Closing Date, the Custodian shall deliver a final exception report as to any remaining
documents that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document
deficiency to be cured; or (ii) use commercially reasonable efforts to cause the Trust Loan Sellers to repurchase the Trust
Loan pursuant to the Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to
the contrary herein, no Defect (except for a Defect with respect to the documents described in clause (i) of Section 2.1(b)
and the documents described in clauses (ii)(B), (C) and (H) of Section 2.1(b) or a Defect
that relates to the Loan being other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3))
shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Mortgage Loan; (B) defending any
claim asserted by any borrower or third party with respect to the Mortgage Loan; (C) establishing the validity or priority
of any lien on any collateral securing the Mortgage Loan; or (D) any immediate significant servicing


 






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obligations.
The Trustee’s sole remedy against the Trust Loan Sellers in connection with a Material Document Defect is to enforce the
repurchase claim in accordance with the provisions of the Trust Loan Purchase Agreement.


 


(d)              
If the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer,
as applicable, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”)
or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party
hereto, then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal
(each, a “Rule 15Ga-1 Notice”) to the Depositor and the Trust Loan Sellers, in each case within ten (10)
Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means.


 


Each Rule 15Ga-1
Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Communication of the Repurchase Request
or Repurchase Request Withdrawal is received or the date any withdrawal of the Repurchase Request is received, as applicable, and
(iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Trust Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.2(d) is so provided only to assist the Trust Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act 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 2.2(d)
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 Trust Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase Request or a Repurchase
Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase
Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred and is continuing),
and include the following statement in the related correspondence: “This is a “Repurchase Request Withdrawal”
under Section 2.2 of the Trust and Servicing Agreement relating to the Palisades Center Trust 2016-PLSD, Commercial
Mortgage Pass-Through Certificates, Series 2016-PLSD requiring action by you as the recipient of such Repurchase Request or Repurchase
Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request
Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
of such Repurchase


 






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Communication
of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this
Section 2.2(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.


 


If the Depositor, the
Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request Withdrawal of
which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special
Servicer, then such party shall promptly give notice of such Repurchase Request Withdrawal to the Servicer or the Special Servicer,
as applicable.


 


In the event that the
Mortgage Loan is repurchased pursuant to Section 2.8, the Servicer or Special Servicer shall promptly notify the Depositor,
the Certificate Administrator and the Trustee of such repurchase.


 


2.3.           
Representations and Warranties of the Trustee. (a) Wilmington Trust, National Association, as Trustee, hereby
represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)                
the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws
of the United States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)               
the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association 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 contract, agreement or other instrument
to which the Trustee is a party or which may be applicable to the Trustee or any of its assets;


 


(iii)              
except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a
co-trustee or separate trustee be appointed to act with respect to the Property as contemplated by Section 8.10, the
Trustee has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by 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 the execution and delivery of this Agreement by the Trustee and its performance
and compliance with the terms of this


 






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Agreement
will not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal,
state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have
consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or its
properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)              
no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required,
such approval has been obtained prior to the Closing Date;


 


(vii)            
no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)          
the Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies
with the requirements of Section 8.6(c).


 


(b)              
The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.4.             
Representations and Warranties of the Certificate Administrator.

(a) Wells Fargo, as Certificate Administrator, hereby represents and warrants, for the benefit of the Certificateholders and
the Companion Loan Holder, to the other parties hereto that as of the Closing Date:


 


(i)                
the Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing
under the laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)               
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will not violate the Certificate Administrator’s articles of association 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 contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable
to the Certificate Administrator or any of its assets;


 


(iii)             
the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)             
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by 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 the execution and delivery of this Agreement by the Certificate
Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect
to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of
or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely
affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences
that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)             
no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement
or if required, such approval has been obtained prior to the Closing Date;


 


(vii)           
the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or
otherwise complies with the requirements of Section 8.6(b); and


 


(viii)         
no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement.


 


(b)              
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall
survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders.


 


2.5.             
RESERVED.


 


2.6.              Representations
and Warranties of the Special Servicer. (a) Wells Fargo, as Servicer and Special Servicer, hereby represents and
warrants to the other parties hereto that as of the Closing Date:


 


(i)                
it is a national banking association duly organized, validly existing, and in good standing under the laws of the United
States; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority,


 






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power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with
its obligations under this Agreement;


 


(ii)              
the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner
contemplated by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing
its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute
a default (or any event which, with notice or lapse of time or both, would constitute a default) under any material contract,
agreement, or other instrument to which it is a party or which may be applicable to any of its assets, which violation or default
would have consequences that would materially and adversely affect its financial condition or operations or its properties taken
as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize
on the Collateral;


 


(iii)              
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject
to the application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)              
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this
Agreement has been duly executed and delivered by it;


 


(v)              
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)              
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)            
it has errors and omissions insurance and fidelity bond 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 3.11 hereof.


 


(b)              
The representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until
termination of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders.


 


2.7.             
Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the
other parties hereto that as of the Closing Date:


 


(i)                
the Depositor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware,
with full power and authority to own


 






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its property, to carry on its business as presently conducted, to enter into and perform
its obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)              
the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of
the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding
on the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


 


(iii)            
 the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


 


(iv)             
this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance
with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law);


 


(v)              
there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely
to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body
(A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which
in the judgment of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor,
materially and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)            
the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor
to perform its obligations hereunder;


 


(vii)           
other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title
to the Mortgage Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 






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(viii)          
the Depositor is accounting for the transfer of the Mortgage Loan as a sale under generally accepted accounting principles
and for federal income tax purposes;


 


(ix)              
the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent;
and


 


(x)               
the Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors.


 


(b)              
The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)              
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to
Section 2.8(a) and (b), neither the Certificateholders, the Trustee, or the Certificate Administrator on their
behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates
or the Mortgage Loan.


 


2.8.           
Representations and Warranties Contained in the Trust Loan Purchase Agreement. (a)  Upon discovery by the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation
and warranty set forth in Exhibit A to the Trust Loan Purchase Agreement, which representation and warranty was made by the
Trust Loan Sellers in the Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1
hereof, or (ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto and the
Companion Loan Holder, and upon receipt of such notice the Servicer or the Special Servicer, as applicable, shall use commercially
reasonable efforts to cause the Trust Loan Seller, to the extent obligated to do so under the Trust Loan Purchase Agreement, to
cure such default or defect or repurchase the Trust Loan under the terms of and within the time period specified by the Trust Loan
Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation with
respect to such matters; provided, that within ninety (90) days of (1) the receipt by a Loan Seller of notice of such Material
Document Defect or Material Breach, as the case may be, or (2) the discovery of such defect or breach by any party hereto, in the
case of a defect or breach that would cause the Mortgage Loan not to be a “qualified mortgage” within the meaning of
Code Section 860G(a)(3), will be a Material Breach or Material Document Defect, respectively, and with respect to any such
Material Breach or Material Document Defect, the Trust Loan Sellers will be required (x) to repurchase its respective Percentage
Interest in the Mortgage Loan at an amount equal to its respective Percentage Interest of the Mortgage Loan Purchase Price, (y)
to cure such defect or breach; provided, that in the case of this clause (y), any such cure that is of a monetary nature
shall be made by the Trust Loan Sellers on a pro rata basis in accordance with their respective Percentage Interests and
any Loan Seller that pays more than such pro rata share shall be entitled to contribution from the other Loan Seller or
(z) if such defect or breach is not related to the Mortgage Loan not being a “qualified mortgage” within the meaning
of Code Section 860G(a)(3), to indemnify the Trust for the losses directly related to such defect or breach, subject to receipt
of Rating Agency Confirmation from each Rating Agency with respect


 






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to
such action; provided, that in the event that such defect or breach does not cause the Mortgage Loan to be other than a
“qualified mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within such
90-day period if such Trust Loan Seller has commenced and is diligently proceeding with the cure of such defect or breach, such
Trust Loan Seller will have an additional 90 days to complete such cure; provided, further, that with respect to
such additional 90-day period, such Trust Loan Seller shall have delivered an officer’s certificate to the Trustee and the
Servicer and the Special Servicer setting forth the reason why such defect or breach is not capable of being cured within the
initial 90-day period and what actions such Trust Loan Seller is pursuing in connection with the cure thereof and stating that
such Trust Loan Seller anticipates that such defect or breach will be cured within the additional 90-day period. For the avoidance
of doubt, no Liquidation Fee will be payable by any Loan Seller in connection with a repurchase of its respective Percentage Interest
of the Mortgage Loan due to a Material Breach or a Material Document Defect if made in accordance with and within the 90 day period
set forth in the Trust Loan Purchase Agreement.


 


(b)              
Upon receipt by the Servicer from each Trust Loan Seller of the applicable Repurchase Price for the Mortgage Loan, the Servicer
shall deposit such amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a Servicing Officer
certifying as to the receipt by the Servicer of the Repurchase Price and the deposit of the Repurchase Price into the Collection
Account pursuant to this Section 2.7(b), (i) release or cause to be released to the designees of the Trust Loan
Sellers the Repurchase Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, representation or warranty (except that the Mortgage Loan is owned by the Trust and is being sold free and
clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Mortgage Loan released pursuant
hereto and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility
with regard to such Repurchase Mortgage File and (ii) release or cause to be released to the Trust Loan Sellers any escrow
payments and reserve funds held by the Trustee, or on the Trustee’s behalf, in respect of the Trust Loan.


 


(c)               
In the event that the Trust Loan or a portion thereof is repurchased pursuant to this Section 2.8, the Servicer
or Special Servicer, as applicable, shall promptly notify the Depositor of such repurchase.


 


2.9.           
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Note and other assets comprising the Trust Fund. Concurrently with
such assignment and delivery and in exchange therefor, (i) the Certificate Administrator acknowledges the issuance of (x) the
Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Mortgage Loan, receipt
of which is hereby acknowledged, (ii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by
the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and in exchange therefor that it (y) has executed
and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R
Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R
Certificates, representing the Class LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges the receipt
by


 






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it
or its designees, of the Regular Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial
ownership of the Upper-Tier REMIC.


 


2.10.        
Miscellaneous REMIC Provisions. (a)  The Class A, Class X-CP, Class X-NCP, Class B,
Class C and Class D Certificates are hereby designated as the “regular interests” in the Upper-Tier REMIC within
the meaning of Section 860G(a)(1) of the Code, and the Class UT-R Interest, represented by the Class R Certificates,
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code.


 


(b)             
The Class LA, Class LB, Class LC and Class LD Uncertificated Interests are hereby designated as the “regular interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest, represented
by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Lower-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code.


 


3.                 
ADMINISTRATION AND SERVICING OF THE Mortgage Loan


 


3.1.           
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer,
each as an independent contractor, shall service and administer the Mortgage Loan and administer any Foreclosed Property solely
on behalf of the Trust and the Companion Loan Holder, in the best interest of, and for the benefit of, all the Certificateholders
and the Companion Loan Holder as a collective whole as if such Certificateholders and the Companion Loan Holder constituted one
lender (taking into account the Subordination of the Trust B Notes, Trust C Notes and Trust D Notes) (as determined by the Servicer
or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable
law (including the REMIC Provisions), the terms of this Agreement, the Co-Lender Agreement, the Intercreditor Agreement and the
Mortgage Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the
same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as
applicable, services and administers similar loans and administers foreclosed properties for other third-party portfolios, giving
due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing
their own loans and administering their own foreclosed properties, or (b) with the care, skill, prudence and diligence the
Servicer or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed properties it owns and administers;
(ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage
Loan or, if the Mortgage Loan comes into and continues in default and if no satisfactory arrangements can be made for the collection
of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Certificateholders and the Companion Loan
Holder (as a collective whole as if the Certificateholders and the Companion Loan Holder constituted one lender) on a net present
value basis and (b) the Borrower Reimbursable Trust Fund Expenses and (iii) without regard to:


 


(A)            
any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Affiliate,
any Mezzanine Lender,


 






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the Trust Loan Sellers, the Companion Loan Holder, the Depositor or any of their respective Affiliates;


 


(B)             
the ownership of any Certificate, the Companion Loan or any interest in any Mezzanine Loan by the Servicer or the Special
Servicer or by any Affiliate thereof;


 


(C)             
in the case of the Servicer, its obligation to make Advances;


 


(D)            
the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or


 


(E)             
the ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone
and/or through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2, to do or cause to
be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer
and the Special Servicer shall service and administer the Mortgage Loan in accordance with applicable state and federal law. At
the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other
documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney and other documents
necessary or appropriate to enable such Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder,
and the Trustee shall not be held responsible (and shall be indemnified by the Servicer or the Special Servicer) for any negligence
or misuse by the Servicer or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding
anything contained herein to the contrary, the Servicer and the Special Servicer shall not without the Trustee’s and the
Certificate Administrator’s prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
or the Certificate Administrator’s name without indicating the representative capacity of the Servicer or the Special Servicer,
as applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee or the Certificate Administrator
to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Mortgage Loan.


 


In connection with each
ground lease, the Servicer shall promptly, and in any event within 60 days following the later of receipt of the applicable ground
lease and the Closing Date, notify the related ground lessor of the transfer of the Mortgage Loan to the Trust Fund


 






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pursuant
to this Agreement and inform such ground lessor that any notices of default under such ground lease should thereafter be forwarded
to the Servicer.


 


3.2.           
Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any
sub-servicing agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may
enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loan, provided
that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement
and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer shall grant any modification,
waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer. References in this Agreement to actions
taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing the Mortgage Loan include
actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized to transact
business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer
to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under
the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any amount
when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit in the
Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer
shall be deemed to be actions of the Servicer. The Servicer shall notify the Trustee, the Certificate Administrator and the Depositor
in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of
the sub-servicing agreement. No sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers
without the prior written consent of the Servicer.


 


(b)              
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee and the Certificateholders
for the servicing and administering of the Mortgage Loan in accordance with the provisions of Section 3.1 without diminution
of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage
Loan.


 


(c)               
Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the
Trustee if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the successor Servicer, the Trust or the Trust Fund.


 


(d)              
Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer,
shall be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor,
the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Trustee,
the Certificate Administrator or the Depositor to indemnify any such sub-servicer. Notwithstanding anything in


 






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this
Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own expense, or to the extent that a
particular expense is provided herein to be an Advance or a Trust Fund Expense to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing each of their obligations under
this Agreement (including but not limited to inspectors, appraisers, engineers and property managers).


 


(e)               
Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not
be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone were servicing and administering the Mortgage Loan as required hereby.


 


(f)               
The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holder
under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan,
and the making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holder; (ii) with respect to
the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion
Loan Holder and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holder.
With respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Loan) or the Special Servicer
(if the Mortgage Loan has become a Specially Serviced Loan or the Property has been converted to an Foreclosed Property) shall
prepare and provide to each Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder
of the Trust Loan under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and
perform all servicing related duties and obligations to be performed by the holder of the Trust Loan pursuant to the Co-Lender
Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement
shall control with respect to the Mortgage Loan.


 


3.3.           
Cash Management Account. A Lockbox Account and a Cash Management Account have been established pursuant to the terms
of the Mortgage Loan Agreement, the Cash Management Agreement and the Lockbox Agreement. The Servicer shall exercise and enforce
the rights of the Trust Fund with respect to the Cash Management Account and Lockbox Account under the Mortgage Loan Agreement,
the Cash Management Agreement and the Lockbox Agreement in accordance with Accepted Servicing Practices and the other terms of
this Agreement and the other Mortgage Loan Documents.


 


3.4.           
Collection Account, Companion Loan Distribution Account and Interest Reserve Account. (a)  The Servicer
shall establish and maintain (1) in the name of “Wells Fargo


 






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Bank,
National Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders
of Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD, Collection Account”
one or more deposit accounts on behalf of the Trustee for the benefit of the Certificateholders and (2) in the name of “Wells
Fargo Bank, National Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the Companion Loan Holder with respect to Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates,
Series 2016-PLSD, Companion Loan Distribution Account” one deposit account for the benefit of the Companion Loan Holder
which may be a subaccount of the Collection Account, and funds in such account will be remitted to the Companion Loan Holder (collectively,
the “Collection Account”). The Collection Account must be an Eligible Account maintained with an Eligible Institution.
The Servicer shall deposit into the Collection Account within two (2) Business Days of receipt of properly identified payments
and collections in respect of the Mortgage Loan the following amounts representing payments and collections received or made during
each Collection Period on or with respect to the Mortgage Loan:


 


(ii)               
all payments on account of principal on the Mortgage Loan;


 


(iii)               all
payments on account of interest on the Mortgage Loan, including Default Interest, Yield Maintenance Premium and Yield Maintenance
Default Premium;


 


(iv)             
any amount representing reimbursements by the Borrower (or the Guarantors) of Advances, interest thereon, and any other
expenses of the Depositor, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as
required by the Mortgage Loan Documents or hereunder;


 


(v)              
any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Certificateholders under the Mortgage Loan;


 


(vi)             
any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


 


(vii)           
all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds; and


 


(viii)          
any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer,
including, without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.7(b)
hereof and the Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant
to Section 3.16 hereof, (3) amounts from a Mezzanine Lender representing proceeds of a purchase of the Mortgage
Loan or cure payments permitted to be made by a Mezzanine Lender pursuant to the Intercreditor Agreement or (4) amounts payable
under the Mortgage Loan Documents by any Person to the extent not specifically excluded.


 






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The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of Additional Compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and
any reimbursement made by the Borrower (or the Guarantors) of expenses of the Servicer or the Special Servicer need not be deposited
in the Collection Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the
Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to
the Mortgage Loan.


 


(b)               
Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator (with a copy to the Borrower) of the
location and account number of the Collection Account and shall notify the Certificate Administrator in writing (with a copy to
the Borrower) prior to any subsequent change thereof.


 


(c)                On
or prior to each Remittance Date, prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution
Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account (which withdrawals
shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below (the order set forth below
constituting an order of priority for such withdrawals):


 


(i)                 
to withdraw funds deposited therein in error;


 


(ii)                to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each and not previously reimbursed
pursuant to clause (v)(a) below together with unpaid interest thereon at the Advance Rate;


 


(iii)              concurrently, to pay the Servicing Fee to the Servicer, and to pay the Certificate Administrator Fee (including the portion
that is the Trustee Fee) to the Certificate Administrator;


 


(iv)              to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer (with respect to clauses (a) and (b), in that order);


 


(v)               
to reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed
from late payments received during the applicable period on the Mortgage Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and other collections on the Mortgage Loan; provided that any Advance which has been determined to be a Nonrecoverable
Advance shall be reimbursed pursuant to clause (ii) above and (b) unpaid interest on such Advances at the Advance
Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, prior
to (x) final liquidation of the Property or (y) the final payment and release of the Mortgages, interest on such Advances shall
only be paid out


 






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of
Default Interest or late payment charges collected in the related Collection Period and after (A) final liquidation of the
Property or (B) the final payment and release of the Mortgage, interest on such Advances may be paid out of other amounts
on deposit in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay for such
interest on Advances;


 


(vi)               
to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses
incurred by them in connection with the liquidation of the Property, and not otherwise covered and paid by an insurance policy
or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii) or (v) above;


 


(vii)              
to pay to the Servicer or the Special Servicer, as applicable, as additional compensation, (A) to the extent actually received
from the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Mortgage
Loan Documents or this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of
any late payment fees and Default Interest (to the extent remaining after payments pursuant to clause (v) above
and reimbursement of any Special Servicing Fees, Liquidation Fees or Work-out Fees), release fees, Assumption Fees, Assumption
Application Fees, substitution fees, Net Modification Fees, consent fees, amounts collected for checks returned for insufficient
funds, charges for beneficiary statements or demands, loan processing fees, loan service transaction fees and similar fees and
expenses; and (B) any income earned on the investment of funds deposited in the Collection Account and the Foreclosed Property
Account; provided that such amounts received during each Collection Period shall be deemed to have been deposited in the
Collection Account and withdrawn pursuant to this clause (vii) solely for the purpose of determining the Available
Funds Reduction Amount in connection with the calculation of Available Funds for the related Distribution Date;


 


(viii)             
to pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer in
that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to the terms
of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(ix)               
to the extent not previously paid or advanced, to remit to the Certificate Administrator to pay (or set aside for eventual
payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities, including without
limitation amounts paid pursuant to Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s,
Servicer’s, Special Servicer’s, the Certificate Administrator’s or Trustee’s, as applicable, negligence,
bad faith or willful misconduct, such amounts may not be withdrawn from the Collection Account, but shall be paid by such party
that was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.6 and 8.12, as applicable;


 


(x)               
to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment
instructions set forth on Exhibit R hereto or such other


 






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payment
instructions as CREFC® may provide from time to time in writing at least two Business Days prior to the Remittance
Date); and


 


(xi)               
to pay the Companion Loan Holder any portion of such collections that are required to be distributed to the Companion Loan
Holder in respect of the Companion Loan pursuant to the terms of the Co-Lender Agreement.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses 3.4(c)(iii),
(iv)(b), (v), (vi), (viii) or (x) above if, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to such withdrawal would be less than the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in
the Collection Account that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection
Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for
withdrawal pursuant to clauses (iii), (iv)(b), (v), (vi), (viii) or (x) but which remain
unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Mortgage
Loan or the Property, (2) the final payment of the Mortgage Loan and release of the Mortgage or (3) the determination that
any Advance that would increase the currently unreimbursed Advances in the aggregate such that it would be a Nonrecoverable Advance.
For the avoidance of doubt, in no event shall the Servicer be permitted to apply any portion of collections that are required to
be distributed to the Companion Loan Holder in respect of the Companion Loan pursuant to the terms of the Co-Lender Agreement to
pay or reimburse any CREFC® Intellectual Property Royalty License Fee, the Certificate Administrator Fee, any Monthly Payment
Advance on the Trust Loan (or interest accrued and payable thereon) or any Trust Fund Expenses that are not related to the servicing
and administration of the Mortgage Loan or the Property.


 


The Servicer shall pay
to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable, from the Collection
Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator and the Trustee
therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or the Trustee or an
officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate Administrator and
the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall not be required.
The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall
have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, is not entitled.


 


(d)              
The 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 3.4(c)(x)
on a monthly basis, solely from funds on deposit in the Collection Account.


 






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(e)               
The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution
Account) (the “Interest Reserve Account”) in the name of the Trustee for the benefit of the Holders of the Certificates.
Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on
any Distribution Date occurring in any January which occurs in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal
to one day’s net interest collected on the principal balance of each Trust Note as of the Payment Date occurring in the month
preceding the month in which such Distribution Date occurs at the related Note Interest Rate (net of the Servicing Fee, the Certificate
Administrator Fee and the CREFC® Intellectual Property Royalty License Fee payable therefrom) to the extent a full
Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and
February, “Withheld Amounts”). On each Remittance 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 and February, if any, and transfer such amounts into the Distribution
Account.


 


3.5.            
Distribution Account. (a)  The Certificate Administrator shall establish and maintain in the name of “Wells
Fargo Bank, National Association”, as Certificate Administrator, on behalf of “Wilmington Trust, National Association”,
as the Trustee, and for the benefit of the holders of Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates,
Series 2016-PLSD, a deposit account (the “Distribution Account”), which shall be deemed to include the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account for the benefit
of the Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account must
be an Eligible Account maintained with an Eligible Institution. On each Remittance Date, the Servicer shall transfer from the Collection
Account to the Certificate Administrator for deposit into the Distribution Account all funds remaining on deposit therein, after
giving effect to the withdrawals made pursuant to Section 3.4(c). The Certificate Administrator shall credit the funds
remitted by the Servicer from the Collection Account to the Distribution Account.


 


Amounts held in the Distribution
Account and the Interest Reserve Account shall not be invested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to withdraw amounts due to it
under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c),
and then to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


(b)              
The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account
in the following order of priority and only for the following purposes:


 






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(i)                
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b)
into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect
of the Class LT-R Interest) pursuant to Section 4.1(b);


 


(ii)               
to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled
thereto; and


 


(iii)               
to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


 


(c)                 
The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of
priority and only for the following purposes:


 


(i)                 
to withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c),
to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)                
to make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) on each Distribution Date pursuant to Section 4.1 or Section 10.2 as applicable; and


 


(iii)               
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


3.6.            
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of “Wells Fargo Bank, National Association, as Special Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of Palisades Center Trust 2016-PLSD,
Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD, Foreclosed Property Account” related to each Foreclosed
Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders.
Each Foreclosed Property Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall
deposit into the Foreclosed Property Account within two (2) Business Days of receipt all funds collected and received in connection
with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer
shall withdraw the funds in any Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses
and/or reserves as determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account
in accordance with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of the
location and account number of each Foreclosed Property Account and shall notify the Certificate Administrator in writing prior
to any subsequent change thereof.


 


3.7.            
Appraisal Reductions. Within 60 days after the occurrence of an Appraisal Reduction Event, the Special Servicer shall
(i) notify the Servicer, the Trustee and the Certificate Administrator of such occurrence of an Appraisal Reduction Event, (ii)
order (which order will be placed within 30 days of the occurrence of the Appraisal Reduction Event) and use reasonable efforts
to obtain an Appraisal of the Property (provided that the Special Servicer will


 






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not
be required to obtain an independent Appraisal of the Property with respect to which there exists an Appraisal which was performed
less than nine (9) months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change
in the market or condition or value of the Property) and (iii) determine on the basis of such Appraisal, and receipt of information
reasonably requested by the Special Servicer from the Servicer necessary to calculate the Appraisal Reduction Amount, whether
there exists any Appraisal Reduction Amount and, if so, give reasonably prompt notice thereof to the Companion Loan Holder. The
cost of obtaining such Appraisals shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance
unless it would constitute a Nonrecoverable Advance and in such case, as a Trust Fund Expense. Updates of such Appraisals shall
be obtained by the Special Servicer, and paid for by the Servicer as a Property Protection Advance or an Administrative Advance
(or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9)
months for so long as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If
required in accordance with any such adjustment, each Class of Certificates that has been notionally reduced as a result of Appraisal
Reduction Amounts shall have its related Certificate Balance notionally restored by the Certificate Administrator or the Trustee
to the extent required by such adjustment of the Appraisal Reduction Amount. Any such Appraisal obtained under this Section shall
be delivered by the Special Servicer to the Trustee and the Certificate Administrator in electronic format, and the Certificate
Administrator shall make such Appraisal available to only Privileged Persons pursuant to Section 8.14(b). The Servicer shall
provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate
or recalculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable efforts to deliver such information
within four (4) Business Days of the Special Servicer’s written request (which request shall be made promptly, but in no
event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation) provided, however, that the Special Servicer’s failure to timely make such
a request shall not relieve the Servicer of its obligation to provide such information to the Special Servicer in the manner and
timing set forth in this sentence. Accordingly, the Special Servicer shall not be obligated to calculate, recalculate, determine
or redetermine any Appraisal Reduction Amount until such time as it receives from the Servicer the information reasonably required
by the Special Servicer to make such calculation, recalculation, determination or redetermination. The Servicer shall not calculate
Appraisal Reduction Amounts.


 


(a)               
While an Appraisal Reduction Amount (including a deemed Appraisal Reduction Amount pursuant to Section 3.7(d))
allocable to the Trust Loan exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a),
and (ii) the existence thereof (other than any deemed Appraisal Reduction Amount pursuant to Section 3.7(d)) will
be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(b).


 


(b)              
The Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced solely for purposes of determining
(i) the Voting Rights of the related Classes to the extent set forth in this Agreement on any Distribution Date to the extent of
the Appraisal Reduction Amount allocated to such Class on such Distribution Date and (ii) the amount of Monthly Payment Advances
required to be made by the Servicer or the Trustee. The Appraisal Reduction Amount for any Distribution Date shall be applied to
notionally reduce the Certificate


 






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Balances
of the Sequential Pay Certificates in the following order of priority: first, to the Class D Certificates; second,
to the Class C Certificates and third, to the Class B Certificates (provided in each case that no Certificate
Balance in respect of any such Class may be notionally reduced below zero). Appraisal Reduction Amounts shall not be applied to
notionally reduce the Certificate Balance of the Class A Certificates.


 


(c)               
In the event that a portion of one or more Monthly Payment Advances with respect to the Mortgage Loan is reduced as a result
of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such
amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of
the Mortgage Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid
interest on the Mortgage Loan in accordance with Section 1.3.


 


(d)              
If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of the Appraisals have been obtained
or conducted with respect to the Property or Foreclosed Property, as the case may be, during the nine-month period prior to the
date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property,
as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of
the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for the Property
or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event has occurred, then (x) until each
new Appraisal is conducted, the Appraisal Reduction Amount for the Property shall be deemed to be equal to 25% of the outstanding
principal balance of the Mortgage Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal
Reduction Amount for the Property or Foreclosed Property, as the case may be, shall be recalculated in accordance with the definition
of Appraisal Reduction Amount. Notwithstanding the foregoing, such deemed Appraisal Reduction Amounts shall not be allocated to
any Class of Certificates for purposes of allocating Voting Rights; provided, however, this sentence shall not affect
in any manner the effect of Appraisal Reduction Amounts based upon anything other than clause (x) of the preceding sentence,
including when the related Appraisals are received.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an
updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is” basis, based upon the
current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


3.8.           
Investment of Funds in the Collection Account and Any Foreclosed Property Account. (a)  The Servicer, with
respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts,
may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account and any Reserve Account
(to the extent interest is not payable to the Borrower under applicable law or the Mortgage Loan Documents), respectively (each,
for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment
Account in one or more Permitted


 






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Investments
that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding
the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction
by the Servicer or Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and
shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or
is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds
in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the
Trustee. The Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the
Servicer (or the Special Servicer, with respect to any Foreclosed Property Accounts) as an independent contractor to the Trust
Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly
to the Trustee or its agent (which shall initially be the Servicer or Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility
or liability with respect to the investment directions of the Servicer or Special Servicer or any losses resulting therefrom,
whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Servicer and Special Servicer, as applicable, shall:


 


(i)               
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and


 


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


 


(b)              
All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to
the extent not payable to the Borrower under applicable law or the Mortgage Loan Documents) shall be for the benefit of the Servicer
in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited
in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection
Account, the Reserve Accounts (except, in the case of any such loss with respect to a Reserve Account, to the extent any such losses
are incurred on amounts invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed
Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in
any event on or prior to the Remittance Date following the realization of such loss. Notwithstanding the above, neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss
(i) was 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 Institution” included in Section 1.1 at the


 






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time
such investment was made, (ii) such loss was incurred within thirty (30) days of the date of such insolvency, (iii) such
loss is not the result of fraud, negligence or the willful misconduct of the Servicer or the Special Servicer, as applicable and
(iv) and such institution was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as
applicable.


 


(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 Servicer shall
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)              
For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the
Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


3.9.            
Payment of Taxes, Assessments, etc. The Servicer (other than with respect to a Foreclosed Property) and the Special
Servicer (with respect to any Foreclosed Property) shall maintain, accurate records with respect to the Property (or Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on the Property (or Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of
insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time
to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, insurance
premiums and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at
such time as may be required by the Mortgage Loan Documents. If the Borrower does not make the necessary payments and/or a Mortgage
Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer
shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23,
from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become
due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if
applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Mortgage Loan Agreement.


 


3.10.        
Appointment of Special Servicer. (a) Wells Fargo Bank, National Association is hereby appointed as the initial
Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing and perform the
other obligations of the Special Servicer hereunder.


 






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(b)              
If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed
and replaced pursuant to Sections 7.1 and 7.2. The Trustee shall, promptly after receiving notice of any such
Special Servicer Termination Event notify the Servicer, the Companion Loan Holder, the Certificate Administrator (which shall post
such notice on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5 Information
Provider (which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)).
The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not be
liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until
the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer shall be
deemed to make the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date
of its succession. The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right
to receive fees accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)               
Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall promptly give notice
thereof to each other party hereto and the Servicer shall use its reasonable efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File) and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer
to enable it to assume its duties hereunder with respect thereto. The Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the date that a Special Servicing Loan Event has occurred. The Servicer
in any event shall continue to act as Servicer and administrator of the Mortgage Loan until the Special Servicer has commenced
the servicing of the Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and
records referred to in the preceding sentence. The Special Servicer shall instruct the Borrower to continue to remit all payments
in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower
under the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower while a Special Servicing Loan Event
has occurred and is continuing.


 


(d)              
Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall promptly give notice
thereof to each other party hereto and the Companion Loan Holder, and upon giving such notice such Special Servicing Loan Event
shall cease, the Special Servicer’s obligation to service the Mortgage Loan shall terminate and the obligations of the Servicer
to service and administer the Mortgage Loan shall resume and the Special Servicer shall return all of the information and materials
furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)               
In servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special Servicer shall provide
to the Custodian originals of documents


 






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entered
into in connection therewith that are required to be included within the definition of “Mortgage File” for
inclusion in the Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any
additional related Mortgage Loan information, including correspondence with the Borrower, and the Special Servicer shall promptly
provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for
the benefit of the Special Servicer; provided that, such materials shall not include any Privileged Information.


 


(f)               
During any period in which a Special Servicing Loan Event is continuing, not later than 4:00 p.m. (New York Time) on each
Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC®
Special Servicer Loan File, a written statement describing (i) the amount of all payments on account of interest received
on the Mortgage Loan, the amount of all payments on account of principal received on the Mortgage Loan, the amount of Insurance
Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect
to the Property, and the amount of net income or net loss, as determined from 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 rental income that does not constitute Rents from
Real Property with respect to, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) such
additional information relating to the Mortgage Loan as the Servicer or Certificate Administrator reasonably requests to enable
it to perform its duties under this Agreement.


 


(g)              
[Reserved].


 


(h)              
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment
records with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the
Special Servicer to perform its duties under this Agreement.


 


(i)                
Within sixty (60) days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset
Status Report”) for the Mortgage Loan and the Property and deliver such report in electronic format to the Servicer and
the 17g-5 Information Provider in accordance with Section 8.14(b) (who shall promptly post it to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)). Such Asset Status Report shall set forth the following information
(other than Privileged Information) to the extent reasonably determinable:


 


(i)               
 summary of the status of the Mortgage Loan and any negotiations with the Borrower;


 


(ii)                a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;


 


(iii)               the most current rent roll and income or operating statement available for the Property;


 






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(iv)               
the Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status and returned
to the Servicer for regular servicing or otherwise realized upon;


 


(v)                
the appraised value of the Property together with the appraisal or the assumptions used in the calculation thereof;


 


(vi)               
the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with
respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional
Mortgage Loan Events of Default;


 


(vii)              a description of any proposed amendment, modification or waiver of a material term of any ground lease;


 


(viii)            a description of any proposed actions;


 


(ix)               
the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)                
the decision that the Special Servicer 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; and an analysis of whether
or not taking such action is reasonably likely to produce a greater recovery on a net 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 (including the applicable discount rate used) and all related assumptions;


 


(xi)               
a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently
effected by the Special Servicer, excluding any Privileged Information; and


 


(xii)              
such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


(j)                 
The Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b)) the final Asset Status Report, (y) deliver to the Certificate Administrator a
proposed notice to Certificateholders that will include a summary of the final Asset Status Report in an electronic format, which
format is reasonably acceptable to the Certificate Administrator (which will be a brief summary of the current status of the Property
and current strategy with respect to the resolution and workout of the Mortgage Loan), and the Certificate Administrator shall
post such summary (but not the final Asset Status Report itself) on the Certificate Administrator’s Website pursuant to Section 8.14(b)
and (z) implement the final Asset Status Report in the form delivered to the 17g-5 Information Provider. The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered. Upon such modification, the Special Servicer shall
prepare an updated summary and deliver the updated summary to the Certificate Administrator and deliver the modified Asset Status
Report to the 17g-5 Information Provider.


 






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The
17g-5 Information Provider shall post such modified Asset Status Report on the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), and the Certificate Administrator shall post such summary on the Certificate Administrator’s
Website. In no event, however, will the Special Servicer be required to deliver a summary of any interim or draft of an Asset
Status Report.


 


(k)              
The Servicer and the Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement,
the Co-Lender Agreement, the Intercreditor Agreement and the Mortgage Loan Documents.


 


(l)                
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Borrower and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent final
Asset Status Report.


 


(m)           
Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate
Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail,
without charge, to the address specified in such request a copy of the most current Asset Status Report.


 


(n)              
In addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each
Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan
File with respect to the Mortgage Loan.


 


(o)              
The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its reasonable discretion to perform its obligations under this Agreement. In no event, however, shall the Special Servicer
be required to deliver a summary of any interim or draft Asset Status Report.


 


3.11.         
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with Accepted Servicing Practices
to cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance with the Mortgage
Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable
rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types
and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents and to monitor the Borrower’s
compliance with such insurance requirements. The cost of any such insurance maintained by the Servicer shall be advanced by the
Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer
shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to
obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special
Servicer has determined, on an annual basis, that such failure is an Acceptable Insurance Default. Neither the Servicer nor the
Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not
be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof.


 






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(b)              
The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain
with respect to the Property referred to in subsection (a) of this Section or, at the Special Servicer’s
election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance
with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be
advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. Any such insurance
(other than terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required
to be maintained with respect to a Foreclosed Property shall only be so required to the extent such insurance is available at commercially
reasonable rates and the Trust has an insurable interest in the Foreclosed Property. If the Special Servicer requests the Servicer
to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon
as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable
Advance, and if the Servicer does not make such Advance, the Trustee (within 5 Business Days of its receipt of notice of the Servicer’s
failure to make such Advance) shall make an Advance of the premiums to maintain such insurance; provided that, in each such
case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as
mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.


 


(c)               
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or any Foreclosed Property,
as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this
Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne
by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If
such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable,
shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but
for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Trust Loan, or in the
absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


(d)              
Each of the 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 an insurance company
with a claims-paying ability rating at least equal to (a) “A-” by S&P or (b) “A2” by Moody’s
(or such other rating as to which a Rating Agency Confirmation has been obtained) covering the officers and employees of the Servicer
or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall
protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement,
fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained
by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements
of this Section 3.11(d).


 






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The
amount of coverage shall at least be equal to the coverage that is required by the applicable governmental authorities having
regulatory power over the Servicer and Special Servicer. If no such coverage amounts are imposed by such regulatory authorities,
the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer
and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved
by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable,
shall obtain a comparable replacement bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if
any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements as described above.
In lieu of the foregoing, but subject to this Section 3.11, the Servicer and Special Servicer shall be entitled to
self-insure with respect to such risks so long as the long term debt obligations of the Servicer or Special Servicer, as applicable
(or its immediate or remote parent) is rated “A2” by Moody’s or its equivalent and at least “A-”
or its equivalent by S&P.


 


(e)               
No provision of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve
the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee shall be entitled
to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer shall each
deliver or cause to be delivered to the Trustee, a certificate of insurance from the surety and insurer certifying that such insurance
is in full force and effect. The Trustee will make any such certificate of insurance available to the requesting Certificateholder
on a confidential basis.


 


3.12.         
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a)  Following, and
during the continuance of a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee, for the benefit of the
Certificateholders and the Companion Loan Holder, subject to the terms of the Mortgage Loan Documents, the Intercreditor Agreement
and the Co-Lender Agreement, shall promptly pursue the remedies set forth therein or such resolution as is otherwise available
to the Special Servicer, each in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on
the Property and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable
Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer
shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance
with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(b)              
Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer
waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and
does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or
subject either such REMIC to any tax (other than a tax on “net income from foreclosure property” under Code Section 860G(c)).


 






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(c)               
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the
Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not
be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds
to restore the Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the
related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds
to restore the Property if damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s
obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage
Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall,
pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance
with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)              
In connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the
Servicer shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute
a Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence in accordance with Section 3.23.


 


(e)               
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the
Companion Loan Holder and thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect
to the Property that would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holder, to be considered to hold
title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property
within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared
as a Trust Fund Expense by an independent Person who regularly conducts site assessments for purchasers of comparable properties
(a copy of such report to be provided to the Certificate Administrator, the Companion Loan Holder and the Trustee by the Special
Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary
to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions
and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based
materials which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably
likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver
a copy of any such report to the 17g-5 Information Provider in electronic format and the 17g-5 Information Provider shall make
such report available to the Rating Agencies and NRSROs pursuant to Section 8.14(b). The Certificate Administrator
shall post a copy of such report on the Certificate Administrator’s Website promptly upon receipt.


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would be in the best economic
interest (as determined in accordance


 






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with
Accepted Servicing Practices) of the Trust Fund and the Companion Loan Holder (as a collective whole as if the Trust Fund and
the Companion Loan Holder constituted a single lender) to institute a foreclosure or take any other actions described in the immediately
preceding paragraph, pursuant to the terms hereof and subject to the rights of the Mezzanine Lender under the Intercreditor Agreement,
if applicable, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise
cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost
of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property Protection
Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause the imposition of a tax
on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under
Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as
a REMIC at any time that the Certificates are outstanding.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance.


 


(f)               
The environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person
who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in
a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(g)              
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(i)               
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)             
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier
REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify
as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding (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).


 






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(h)              
Notwithstanding any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan
and cancellation of the Mortgage Loan, the Mortgage Loan shall be deemed to remain outstanding and held in the Trust (for the benefit
of the Certificateholders and the Companion Loan Holder) for purposes of the application of collections and shall be reduced only
by collections net of expenses. For purposes of all calculations hereunder, so long as the Mortgage Loan shall be deemed to remain
outstanding, (i) it shall be assumed that the unpaid principal balance of the Mortgage Loan immediately after any discharge
is equal to the unpaid principal balance of the Mortgage Loan immediately prior to such discharge and (ii) Foreclosure Proceeds
shall be applied as provided in Section 1.3(b) and the Co-Lender Agreement.


 


3.13.          
Certificate Administrator and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate
for the servicing of the Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon
request of the Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form
of Exhibit B hereto, release or cause to be released any items from the Mortgage File to the Servicer or the Special
Servicer, as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its
receipt of the related request for release and the Trustee shall execute such documents furnished to it as shall be necessary to
the prosecution of any such proceedings. Such request for release shall obligate the Servicer or the Special Servicer to (and the
Servicer or Special Servicer, as applicable, shall) return such items to the Certificate Administrator when the need therefor by
the Servicer or the Special Servicer no longer exists. The foregoing duties of the Certificate Administrator shall be performed
by the Custodian.


 


3.14.          
Title and Management of Foreclosed Property. (a)  In the event that title to the Property is acquired for
the benefit of the Certificateholders and the Companion Loan Holder in foreclosure or by deed-in-lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Certificateholders,
or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holder or as
otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned
by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided
that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to
the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure.
The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holder, shall dispose of any Foreclosed Property held
by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the
time period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections 12.2
and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holder a Successor Manager
to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion Loan Holder solely
for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi),
the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection
Account pursuant to Section 3.4(c)(viii).


 






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(b)              
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to a Foreclosed
Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6.


 


(c)               
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with a Foreclosed Property for the benefit of the Trust
Fund and the Companion Loan Holder (as a collective whole as if the Trust Fund and Companion Loan Holder constituted a single lender)
on such terms as are appropriate and necessary for the efficient liquidation of such Foreclosed Property, so long as the Special
Servicer deems such actions to be consistent with Accepted Servicing Practices.


 


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues received with respect
to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation,
management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such
Foreclosed Property, including, but not limited to:


 


(i)               
 all insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)              
 all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have
resulted in the imposition of a lien thereon; and


 


(iii)            
 all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts
on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii)
above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a
Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


(d)              
 The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of any Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 


(i)                
 the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)             
 any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that
the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation
and


 






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management
of any Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer,
as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed
Property Account;


 


(iii)             
none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such
Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders and the Companion Loan Holder with respect to the operation and management
of any Foreclosed Property; and


 


(iv)             
the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only
if the construction was more than ten percent (10%) complete at the time default on the Mortgage Loan became imminent.


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO
Management Fees shall be a Trust Fund Expense payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce
the obligations of the Successor Manager on behalf of the Trust Loan and the Companion Loan Holder. Expenses incurred by the Special
Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)               
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date
through the Business Day prior to the Remittance Date on or with respect to each Foreclosed Property (including any funds no longer
needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed
to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that
the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital,
repairs, replacements and necessary capital improvements and other related expenses.


 


3.15.       
Sale of Foreclosed Property. (a)  The Special Servicer, on behalf of the Trust Fund, shall sell the Foreclosed
Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period
set forth in Section 12.2 in a manner provided under this Section 3.15.


 


(b)              
If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust Fund
and the Companion Loan Holder, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with the management and


 






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operation
of the Foreclosed Property in accordance with Accepted Servicing Practices, all on such terms as the Special Servicer deems to
be in the best interest of the Certificateholders and the Companion Loan Holder (as a collective whole, as if such Certificateholders
and the Companion Loan Holder constituted one lender) and consistent with the REMIC Provisions.


 


(c)               
The Special Servicer shall accept the highest cash offer for Foreclosed Property received from any person. In no event may
such offer be less than an amount at least equal to the Mortgage Loan Purchase Price. In the absence of any such offer, the Special
Servicer shall accept the highest cash offer that it determines is a fair price based on Appraisals obtained within the last nine
(9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness
of the highest offer based upon such Appraisal or, if no Appraisal has been obtained within the last nine (9) months, based on
an Appraisal obtained at the expense of the Trust. Notwithstanding the foregoing, the Special Servicer shall not be obligated to
accept the highest cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection
of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder (as a collective whole as
if such Certificateholders and the Companion Loan Holder constituted one lender), and the Special Servicer may accept a lower cash
offer (from any Person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder (as a collective
whole, as if such Certificateholders and the Companion Loan Holder constituted a single lender). Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property.


 


(d)              
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund and the
Companion Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be
without recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trust or
the Certificateholders and the Companion Loan Holder (except that any contract of sale and assignment and conveyance documents
may contain customary warranties, 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 Trustee, the Depositor, the Certificate Administrator or the Special Servicer shall
have any liability to any Certificateholder with respect to the purchase price thereof accepted by the Special Servicer or the
Trustee.


 


(e)               
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)               
Within 30 days of the sale of a Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holder
and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of
disposition of such Foreclosed Property,


 






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(iii) the
gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding balance of
the Mortgage Loan immediately prior to the acquisition of the Foreclosed Property, calculated from the date of acquisition to
the disposition date, and (v) such other information as the Trustee, the Companion Loan Holder or Certificate Administrator
may reasonably request.


 


(g)              
If the Mortgage Loan is a Specially Serviced Mortgage Loan or the Property is a Foreclosed Property, the Servicer shall
prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J
of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan and each Companion Loan required
by Section 6050P of the Code.


 


(h)              
The Special Servicer shall deliver to the Servicer such reports and other information as the Servicer needs in its reasonable
discretion to perform its obligations under this Agreement.


 


3.16.         
Sale of the Mortgage Loan.


 


(a)               
(i) Within sixty (60) days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall order (but
shall not be required to have received) Appraisals. The Special Servicer shall promptly notify in writing the Servicer, the Trustee,
the Certificate Administrator and the Companion Loan Holder of the occurrence of such Special Servicing Loan Event, and the Special
Servicer shall, within the time period specified in the Intercreditor Agreement, so notify the Mezzanine Lender of the occurrence
of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence,
subject to the rights of the Mezzanine Lender to purchase the Mortgage Loan pursuant to the Intercreditor Agreement, the Special
Servicer may offer to sell to any Person the Mortgage Loan or may offer to purchase the Mortgage Loan, if and when the Special
Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holder
(as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender) on a net present
value basis. The Special Servicer shall provide the Trustee, the Companion Loan Holder and the Certificate Administrator not less
than five (5) Business Days’ prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer
is required to accept the highest offer received from any Person, other than any Interested Person, for the Mortgage Loan so long
as such offer is at least equal to the Mortgage Loan Purchase Price. At the Special Servicer’s option, if it has received
no offer of at least equal to the Mortgage Loan Purchase Price for the Mortgage Loan, an Interested Person (other than the Manager
or any Borrower Affiliate) may purchase the Mortgage Loan at the Mortgage Loan Purchase Price. The Companion Loan shall be sold
together with the Mortgage Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender
Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).


 


(ii)               
In the absence of any offer and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer shall
accept the highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage


 






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Loan. However, if the highest offeror is a Person who is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Manager, any Borrower Affiliate, any independent contractor engaged by the Special Servicer, the Companion Loan Holder, a
holder of any interest in any Mezzanine Loan (except to the extent described in Section 3.16(e)), or any known Affiliate
of any of them (any such Person, an “Interested Person”), then the Trustee (based upon, among other things,
the Appraisals ordered pursuant to the preceding paragraph, the cost of which shall be paid by the Servicer as a Property Protection
Advance, and copied or otherwise delivered to the Trustee and any other information reasonably requested by the Trustee) shall
determine if the highest offer is a fair price and such determination shall be binding upon all parties; provided that
no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer
is less than the applicable Mortgage Loan Purchase Price, at least two other offers are received from independent third parties.
All reasonable costs and fees of the Trustee and any third party hired by the Trustee in accordance with this Agreement in making
such determination shall be reimbursable to it first, by the Servicer as an Advance, or if the Servicer determines that such amounts
are not Nonrecoverable Advances, as a Trust Fund Expense. If the Trustee designates any such third party to make such determination,
the Trustee will be entitled to rely conclusively upon such third party’s determination. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.


 


(iii)               
Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase
the Mortgage Loan and 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 or investing in loans similar
to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a
fair price for the Mortgage 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 the Trustee or any such third party pursuant to this paragraph shall
be covered by, and will be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested
Person, such expense will be reimbursable as a Trust Fund Expense; provided that the Trustee will not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(iv)               
The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance
with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders and
the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single
lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices,
that the acceptance of such offer would be in the best interests of the Holders of the Certificates and the Companion Loan Holder
(as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender); (for


 






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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 the Mortgage Loan prior to
the latest Rated Final Distribution Date.


 


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


 


(b)              
Reserved.


 


(c)               
The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan
Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of
the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further
force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan
Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement
reflecting the terms of the workout arrangement, (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off) or (iv) the Mezzanine Lenders have exercised its purchase option for the Mortgage Loan set forth in the Intercreditor
Agreement.


 


(d)              
Any sale of the Mortgage Loan shall be for cash only.


 


(e)               
Notwithstanding anything in this Section 3.16 to the contrary, the Mezzanine Lenders will have the right to
purchase the Mortgage Loan, and cure defaults relating thereto, as and to the extent set forth in the Intercreditor Agreement.


 


3.17.          
Servicing Compensation.


 


(a)               
The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage Loan payable monthly from the Collection
Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation
any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for
all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and
the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the
cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the
Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise
to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer
associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and
(iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer
Customary Expenses”).


 






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(b)          In
addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such items
are actually collected on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50%
of the Modification Fees (actually collected during the related Collection Period and paid in connection with a consent, approval
or other action that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement and (y) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100%
of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval
or other action that the Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (ii) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100%
of Assumption Fees collected during the related Collection Period in connection with a consent, approval or other action that the
Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement and 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval
or other action that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (iii) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100%
of Assumption Application Fees collected during the related Collection Period; (iv) so long as the Mortgage Loan is not a Specially
Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of
the terms of the Mortgage Loan and is paid in connection with a consent the Servicer is permitted to grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent fees in connection
with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is paid in connection with
a consent that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (v) any and all amounts collected for checks returned for insufficient funds; (vi)
all or a portion of charges for beneficiary statements or demands actually paid by the Borrower; (vii) if the Mortgage Loan is
not a Specially Serviced Mortgage Loan, 100% of other loan processing fees actually paid by the Borrower; (viii) interest or other
income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but only to the extent of the
net investment earnings, if any, with respect to any such account for each Collection Period and, further, in the case of a servicing
account or Reserve Account, only to the extent such interest or other income is not required to be paid to the Borrower under applicable
law or under the Mortgage Loan Documents); and (ix) 100% of late payment charges and net Default Interest that accrue when the
Mortgage Loan is not a Specially Serviced Mortgage Loan to the extent not applied to other amounts in accordance with Section
3.4(c).


 


(c)          If
a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing
Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues. The Special Servicer shall also
be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described
below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i)
the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the
Special Servicer including but not limited to those which may properly be allocable under the Special


 






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Servicer’s accounting
system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including
the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the
obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct
of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated
following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer,
the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Mortgage
Loan following such written agreement for so long as another Special Servicing Loan Event does not occur. No Work-out Fee shall
be payable to the Special Servicer if a Mezzanine Lender purchases the Mortgage Loan pursuant to the Intercreditor Agreement within
ninety (90) days of the date on which the first Purchase Option Notice (as defined in the Intercreditor Agreement) is delivered
to the Mezzanine Lenders. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement
is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and
all Work-out Fees on all payments of principal and interest made on the Mortgage Loan following such written agreement (negotiated
by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not
occur. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property
or the liquidation of the Specially Serviced Mortgage Loan as to which the Special Servicer receives Liquidation Proceeds, except
that no Liquidation Fee shall be payable in connection with any repurchase of the Trust Loan by the Trust Loan Sellers pursuant
to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the 90 day time period required by the Trust Loan
Purchase Agreement for the Trust Loan Sellers to cure or repurchase the Trust Loan (including any applicable extension period)),
in connection with the sale of the Mortgage Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section
3.16 hereof. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section
3.4(a). Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall
only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both.


 


(d)          The
Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent
that such items are actually collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan
or with respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period;
(ii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of Modification Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is not permitted to take in the absence of the consent
or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage Loan is a Specially
Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the Mortgage Loan is not
a Specially Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period in connection with a
consent, approval or other action that the Servicer is not permitted to take in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under this Agreement; (iv) if the Mortgage Loan is a Specially Serviced Mortgage Loan,
100% of Assumption Application Fees collected during the related Collection Period; (v) if the 


 






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 Mortgage Loan is a
Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or
amendment of the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of
consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage
Loan and is paid in connection with a consent that the Servicer is not permitted to take in the absence of the consent or
approval (or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Mortgage Loan is a
Specially Serviced Mortgage Loan, all or a portion of charges for beneficiary statements or demands and other loan processing
fees actually paid by the Borrower; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of other loan
processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Foreclosed Property
Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and (ix) 100% of late
payment charges and Default Interest (to the extent not applied pursuant to Section 3.4(c)) that accrue when the
Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(e)          Notwithstanding
any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to
the extent the Borrower is required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower to reimburse for
such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated
expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated);
or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as a Trust Fund Expense.


 


(f)          Except
as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive
all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special
Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge
or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable,
in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


(g)          As
compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate
Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,
the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating
Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including
that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee) may not be
transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s,
as applicable, responsibilities and obligations under this Agreement.


 






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(h)          Wells
Fargo 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), to a QIB or Institutional Accredited
Investor (other than a Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i)
that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and
any applicable state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the
prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit N-1
hereto, and (iii) the prospective transferee shall have delivered to Wells Fargo and the Depositor a certificate substantially
in the form attached as Exhibit N-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the 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. Wells Fargo 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 Wells Fargo 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
Initial Purchasers, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that
may result if such transfer is not exempt from registration and/or qualification under the 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 Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act. Following
any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of Wells Fargo as the Servicer, the
Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing
Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such
Servicer, in each case in accordance with payment instructions provided by such holder in writing to such 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 Depositor, the Special Servicer, the Trustee or the Certificate Administrator shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


(i)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees.


 


(j)          On
any Distribution Date immediately following receipt of any Disclosable Special Servicer Fees, the Special Servicer shall deliver
or cause to be delivered to the Servicer on the Determination Date related to such Distribution Date, and the Servicer shall deliver
to the Certificate Administrator, without charge, one day prior to the Distribution 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


 






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Administrator, the Servicer 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.


 


3.18.          Reports
to the Certificate Administrator; Account Statements. (a) The
Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator and the Companion Loan Holder,
in an electronic format reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices,
not later than (i) 9:00 a.m. (New York time) one (1) Business Day prior to each Distribution Date, the CREFC®
Loan Periodic Update File, (ii) 1:00 p.m. (New York time) one (1) Business Day prior to each Distribution Date, any updated
CREFC® Loan Periodic Update File, if applicable, and (iii) 3:00 p.m. (New York time) one (1) Business Day
prior to each Distribution Date, the remaining CREFC® Reports (except the CREFC® Bond Level
File, the CREFC® Collateral Summary File, the CREFC® Special Servicer Loan File, the
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet).


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be made available to the Certificate
Administrator by the Servicer (or by the Special Servicer, with respect to Specially Serviced Mortgage Loans or REO Property) on
a quarterly and annual basis (commencing with the quarter ending September 30, 2016 and year ending December 31, 2016, each within
30 days after receipt by the Servicer or the Special Servicer, as applicable), within 30 days after receipt by the Servicer or
the Special Servicer, as applicable, of the financial statements, operating statements, rent rolls, or other information required
to prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet, but will not be deemed to have been received by the Certificate Administrator until such time as it is
actually received; provided, however, that any analysis or report with respect to the first calendar quarter of each
year shall not be required to the extent provided in the then-current applicable CREFC® guidelines.


 


(b)          The
Servicer shall furnish to the Certificate Administrator and the Mezzanine Lender (but with respect to the Mezzanine Lender, only
to the extent required by the Intercreditor Agreement and only if the Mezzanine Lender is not a Restricted Holder) in electronic
format the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified in
Section 3.18(a), and thereafter to the 17g-5 Information Provider, who shall make
such reports available to the Rating Agencies on its website.


 


(c)          The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the Borrower
pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer, the Trust
Loan Sellers or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall use efforts
consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer will be required to deliver to the
Servicer 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 Mortgage
Loan if it is a Specially Serviced Mortgage Loan and any


 






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REO Property in an electronic format, reasonably acceptable to the Servicer
and the Special Servicer as of the Determination Date.


 


3.19.     [RESERVED].


  


3.20.     [RESERVED]. 


 


3.21.       Access
to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)          Upon
reasonable advance notice, the Certificate Administrator shall provide reasonable access during its normal business hours at its
Corporate Trust Office to certain reports and to information and documentation in its possession or in its control regarding the
Mortgage Loan to any Privileged Person (which for this purpose excludes each Borrower Affiliate, the Manager or their respective
agents or Affiliates); provided, however, that to the extent such reports, information and documentation is provided
to a Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s Website.
Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate Administrator
by the Servicer.


 


(b)          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 Section 8.14(b). In no event shall the 17g-5 Information Provider
disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.


 


(c)          The
Special Servicer shall promptly notify the Certificate Administrator, in the form of Exhibit Q hereto, if the Special Servicer
has actual knowledge that a Mezzanine Lender has either accelerated the related Mezzanine Loan or commenced foreclosure proceedings
against the equity collateral pledged to secure the applicable Mezzanine Loan. Upon receipt of such notice, the Certificate Administrator
shall require each Restricted Holder to re-submit any Investor Certification previously executed by such Restricted Holders in
order to re-obtain access to the Certificate Administrator’s Website.


 


(d)          Upon
the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB and is designated
as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor Certification
in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the “Rule 144A
Information Recipients”), the Certificate Administrator shall make available to the Rule 144A Information Recipients
such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A Information”), to the
extent such Rule 144A Information has been received by the Certificate Administrator. If the Certificate Administrator receives
a request for Rule 144A Information in connection with the resale of any Certificate by a Certificateholder or Beneficial Owner,
and such Rule 144A Information has not previously been provided to the Certificate Administrator by the Depositor, the Certificate
Administrator shall, within three (3) Business Days of receipt of such request, notify the Depositor of such


 






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request and identify
the Rule 144A Information requested. The Depositor shall use commercially reasonable efforts to provide the requested Rule 144A
Information to the Certificate Administrator, to the extent the requested Rule 144A Information is in the Depositor’s possession.
The Certificate Administrator shall, within three (3) Business Days of receipt of any additional Rule 144A Information from the
Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A Information Recipient and (ii)
post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 


3.22.       Inspections.
The Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2017,
so long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect or cause to be inspected
the Property, as applicable, promptly following the occurrence of a Special Servicing Loan Event and annually for so long as
a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or
cause to be inspected, the Property whenever it receives information that the Property has been materially damaged, left
vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall
be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this
paragraph shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be
a Trust Fund Expense and if paid by the Servicer shall constitute a Property Protection Advance or an Administrative Advance.
The Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the
Certificate Administrator and the Companion Loan Holder in electronic format. The Certificate Administrator shall post such
report on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


3.23.       Advances.
(a) In the event that all or a portion of any Monthly Payment
(other than a Default Interest) or an Assumed Monthly Payment, as applicable, representing interest on the Trust Loan has not
been received by the close of business on the Business Day immediately prior to the Remittance Date, the Servicer, subject to
its determination that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the
Distribution Account, in an amount equal to such Monthly Payment (or portion thereof) (or in the amount of the Assumed
Monthly Payment, or portion thereof, as applicable) that has not been received by the close of business on the Business Day
immediately prior to such Remittance Date (net of the Servicing Fee with respect to the Trust Loan, which shall not be paid
to the Servicer until funds in the Collection Account are available for payment of such fee); provided that neither
the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with
respect to the Trust Loan if the delinquent amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in
respect of such Trust Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New
York time, on such Remittance Date. The portion of any Monthly Payment Advance equal to the CREFC®
Intellectual Property Royalty License Fee for the Trust Loan and such Distribution Date will not be remitted to the
Certificate Administrator but will be remitted to CREFC® by the Servicer. The Servicer shall also advance in
respect of each Payment Date following (x) a delinquency in the payment of the Balloon Payment of the Trust Loan or
foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Trust Loan or (y) not later than
the related Remittance Date, to the Distribution Account, the


 






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amount of any Assumed
Monthly Payment deemed due with respect to the Trust Loan on such Payment Date. For the avoidance of doubt, in the event that
the amount of interest and/or principal on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly
Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such
reduction. Notwithstanding anything to the contrary herein and subject to the determination of nonrecoverability provided in this
Section 3.23, in the event that the Property becomes a Foreclosed Property, the Servicer shall continue to make advances
as required pursuant to this Section 3.23(a) with respect to each Payment Date following such event in an amount equal
to the Monthly Payment or Assumed Monthly Payment, as applicable, due or deemed due with respect to the Mortgage Loan on such
Payment Date, as if the Property had not become a Foreclosed Property and the Mortgage Loan continued to be outstanding. If and
to the extent such information is not already included in the Distribution Date Statement for the month in which such Monthly
Payment Advance is made, the Servicer shall notify the master servicer and trustee with respect to each Other Securitization Trust
of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two Business days of making such
advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a)
on the Mortgage Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports
in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any
amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be
remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for deposit in
the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts
at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if
earlier, the actual remittance date.


 


At any time that an Appraisal
Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments
of interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the numerator of which is the then-outstanding
principal balance of the Trust Loan minus the Appraisal Reduction Amount (including any deemed Appraisal Reduction Amount pursuant
to Section 3.7(d)) allocated to the Trust Loan and the denominator of which is the then-outstanding principal balance of
the Trust Loan.


 


(b)          Subject
to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and the Companion Loan Holder, to the
extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses incurred by
the Servicer or the Special Servicer in the performance of its respective servicing obligations, including, but not limited, to
the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property
which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent
an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real estate taxes, assessments,
ground rents and governmental charges that may be levied or assessed against the Borrower or any of the Borrower Affiliates or
the Property or revenues therefrom or which become liens on the Property, (B) ground lease rents or other amounts due under the
ground lease, (C) insurance premiums, and (D) the out-of-pocket costs and expenses of


 






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the Servicer or the Special Servicer, as
applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the Borrower
(or the Guarantors) that are incurred in connection with a sale of the Mortgage Loan, the negotiation of a workout of the Mortgage
Loan, an assumption of the Mortgage Loan or a release of the Property from the lien of the applicable Mortgage, (iii) any enforcement
or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees
and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants, and
(iv) the management, operation and liquidation of the Property if the Property is acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts eligible for
withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (iv)(b), (v)
(to the extent reimbursements of such amounts are owed to the Trustee only), (vi), (viii) and (x) of Section
3.4(c) (collectively, “Administrative Advances”) on or prior to the related Distribution Date to the extent
(A) such amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it
determines that such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance. During the
continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five
(5) Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance
with respect to the Mortgage Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’
written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis
(which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition,
the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request
to enable the Servicer to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance.
Subject to Section 6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer
make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance;
provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per
calendar month with respect to Advances other than emergency Advances (although such request may relate to more than one Advance).
The Special Servicer shall not be obligated to make any Advance.


 


(c)          The
Servicer shall have no obligation to make Monthly Payment Advances on the Companion Loan. To the extent the Servicer fails to make
an Advance that it is required to make under this Agreement, the Trustee shall be required to make such Advance pursuant to Section
7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances
is mandatory, subject to the limitations set forth in this Agreement (subject to the applicable recoverability determination),
and shall continue to apply after any modification or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond
the Maturity Date of the Mortgage Loan if a payment default shall have occurred on such date and through any court appointed stay
period or similar payment delay resulting from any insolvency of the Borrower or related bankruptcy, notwithstanding any other
provision of this Agreement, subject to the requirement of recoverability, until the earliest of (i) the payment in full of all
the Mortgage Loan, (ii) the day on which all of the Property become liquidated or (iii) the day on which the Mortgage Loan is sold.


 






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(d)          Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the “prime rate” published in the “Money Rates” section of The Wall Street Journal; if
The Wall Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent publication
that publishes such “prime rate”, and if such “prime rate” is no longer generally published or is limited,
regulated or administered by a governmental or quasi-governmental body, then the Servicer shall reasonably select a comparable
interest rate index (the “Advance Rate”) for each such day (or the most recent day on which the “prime
rate” was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed
in a month. Interest on the Advances shall compound annually. If the context requires, each reference to the reimbursement or payment
of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance
Rate through but excluding the date of payment or reimbursement.


 


(e)          Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only
to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with interest thereon
at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in that order, shall
be entitled to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance
with Section 3.4(c). If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding
the date of payment or reimbursement.


 


(f)           The
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate in electronic format
to the Companion Loan Holder and the Certificate Administrator, the Trustee (if such determination is made by the Servicer), the
Servicer and the Special Servicer, detailing the reasons for such determination with supporting documents attached. Such Officer’s
Certificate shall be made available to any Privileged Person by the Certificate Administrator posting such Officer’s Certificate
to the Certificate Administrator’s Website in accordance with Section 8.14(b). The costs of any appraisals, engineering
reports, environmental reports or surveys and other information requested by the Servicer or the Trustee establishing an Advance
as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to Section
3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or
the Trustee from its funds. Subject to Section 6.3, the Servicer’s reasonable determination of nonrecoverability in
accordance with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively
thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its commercially reasonable judgment, solely in its capacity as Trustee.


 


(g)          The
Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to the Companion Loan,
(ii) any Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Monthly Payment in accordance
with the terms of this Agreement), (ii) any Default Interest, late


 






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payment charges, Yield Maintenance Premiums or Yield Maintenance
Default Premiums, (iii) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section
3.12(c)), any failure of the Property to comply with any applicable law, including any environmental law, or (except in connection
with the foreclosure or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a Mortgage
Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property,
(iv) any losses arising with respect to defects in the title to the Property, (v) any costs of capital improvements to the Property
other than those necessary to prevent an immediate or material loss to the Trust’s interest in the Property or (vi) subordinated
obligations, including the Mezzanine Loans.


 


(h)          The
Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a) the
existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Mortgage Loan
or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Servicer
or the Trustee, (b) the obligations of the Borrower under the terms of the Trust Loan as it may have been modified and (c) the
Property in its “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with Accepted Servicing Practices in the case of the Servicer and the Special Servicer or in its commercially reasonable 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 the Property, (d) future expenses and (e) the timing of recoveries.


 


3.24.       Modifications
of Mortgage Loan Documents. (a) (i) The Servicer (if no
Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (if a Special Servicing Loan Event
occurs and is continuing) may, subject to the rights of the Mezzanine Lender under the Intercreditor Agreement, modify, waive
or amend any term of the Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing
Practices and (b) does not either (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC
under the Code or (ii) subject either such REMIC to any tax under the REMIC Provisions (and the Servicer or the Special
Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such
determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit
an extension of the Maturity Date beyond the date that is five (5) years prior to the latest Rated Final Distribution Date.
In connection with (i) the release of any portion of the Property from the lien of the related Mortgage or (ii) the taking of
any portion of the Property by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents
require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining Property
or the fair market value of the real property constituting the remaining Property, for purposes of REMIC qualification of the
Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal
property and going concern value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests
related to any Mortgage Loan modification or assumption.


 


(b)          All
modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with
Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify the Trustee,


 






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the Certificate Administrator, the Companion Loan Holder and the Depositor, in writing, of any modification, waiver or amendment
of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian (with a copy to the Trustee and each
Companion Loan Holder) an original recorded counterpart of the agreement relating to such modification, waiver or amendment within
ten (10) Business Days following the execution and recordation thereof. In the event the Servicer or Special Servicer, or a court
of competent jurisdiction in connection with a workout or proposed workout of the Mortgage Loan, modifies the interest rate applicable
to the Mortgage Loan, the aggregate adverse economic effect of the modification (if any) shall be applied to the Certificates,
in reverse order of seniority. If the Trust Loan is modified, the Net Note Interest Rate shall not change for purposes of distributions
on the Certificates.


 


(c)          Subject
to Section 3.27, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to the
Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency
Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as
applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower’s
expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower
does not pay as a Trust Fund Expense.


 


(d)          Notwithstanding
the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may, in accordance with
Accepted Servicing Practices (without any Rating Agency Confirmation), grant the Borrower’s request for consent to subject
the Property to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar
purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement. Neither the
Servicer nor the Special Servicer may condition the granting of any such request on receipt of Rating Agency Confirmation if such
condition would not be consistent with or permitted by the Mortgage Loan Documents.


 


(e)          Subject
to Section 3.27 of this Agreement, prior to implementing any of the actions under the definition of Major Decisions, the
Servicer or Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(f)          Subject
to the terms of this Section 3.24, the Servicer or the Special Servicer (with regard to the Specially Serviced Mortgage
Loan) shall be permitted to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing Practices.
Failure to waive any Default Interest by the Servicer or the Special Servicer shall not in any way be deemed a violation of Accepted
Servicing Practices.


 


3.25.       Conflicts
of Interests; Mandatory Resignation of Servicer and Special Servicer.
(a) The Servicer, the Special Servicer and any agent thereof in
its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it
were not the Servicer or the Special Servicer or such agent except as otherwise provided herein subject to the restrictions
on voting set forth in the definition of Certificateholder.


 






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(b)          Neither
the Special Servicer nor any of its Affiliates shall (i) resign from its obligations and duties as Servicer or Special Servicer,
as applicable, under this Agreement, except as provided in Section 6.4 hereof, or (ii) act as special servicer of the Mezzanine
Loan or a sub-servicer of the special servicer of the Mezzanine Loan. In the event that the Special Servicer becomes a Borrower
Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator of such affiliation. Upon receipt
of such notice, the Trustee shall promptly send a request to the Special Servicer requesting that the Special Servicer resign as
Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4 of this Agreement. In the event
that no replacement Servicer or Special Servicer is appointed within thirty (30) days for any reason after receipt by the Trustee
of a notice of such affiliation, the Trustee may petition the court for appointment of a successor Special Servicer at the expense
of resigning Special Servicer.


 


3.26.       Intercreditor
Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lenders. The Servicer or Special Servicer, as
applicable, shall exercise, comply with, perform and/or enforce the rights and obligations of the Trust as
successor-in-interest to the mortgagee under the terms of the Intercreditor Agreement. The rights of the Trust and the
Certificateholders in and under the Mortgage Loan and the Mortgage Loan Documents shall be subject to the terms of the
Intercreditor Agreement.


 


3.27.       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 a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action will not
cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to
such action, if the party (the “Requesting Party”) seeking to obtain such Rating Agency Confirmation or
written confirmation has made a request to any Rating Agency for such Rating Agency Confirmation or written confirmation and,
within ten (10) Business Days of such request being sent to the applicable Rating Agency, such Rating Agency has not replied
to such request or has responded in a manner that indicates that such Rating Agency is either declining to review such
request or waiving the requirement for Rating Agency Confirmation or written confirmation, then such Requesting Party shall
be required to (i) 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 or written
confirmation request, and, if it has, promptly request the related Rating Agency Confirmation or written confirmation again,
(ii) if there is no response to either such Rating Agency Confirmation or written confirmation request within five (5)
Business Days of such second request, then (x) with respect to any condition in any Mortgage Loan Document requiring such
Rating Agency Confirmation or such written confirmation or any other matter under this Agreement relating to the servicing of
the Mortgage Loan (other than as set forth in clause (y) below), such condition shall be deemed to be satisfied
(provided that granting such request is in accordance with Accepted Servicing Practices), and (y) with respect to a
replacement of the Servicer or Special Servicer, such condition shall be deemed to be satisfied with respect to (I)
S&P, if the replacement servicer or special servicer is on S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable and (II) Moody’s, if the
applicable replacement has been appointed and currently serves as a master servicer or special servicer on a
transaction-level basis on a transaction


 






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currently rated by Moody’s that currently has securities outstanding and for
which Moody’s has not cited servicing concerns of the applicable replacement as the sole or a material factor in such
rating action or 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.


 


Any Rating Agency Confirmation
requests made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing (and email shall be sufficient as a writing), which writing shall contain a cover page indicating the
nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as applicable, reasonably deems 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
8.14(b).


 


Promptly following the
Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.27(a) following
any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer, as applicable,
shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the
17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section
8.14(b).


 


3.28.       Miscellaneous
Provisions.


 


(a)          The
Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special Servicer, as applicable,
shall respond to any request by the Borrower under Section 5.1.11(d) of the Mortgage Loan Agreement for written approval of the
Annual Budget.


 


(b)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to the
Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration of
the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation
as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action
will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion
Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable,
depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.
The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to the Companion Loan Securities will be subject
to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms
and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer
or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall


 






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forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable), the 17g-5 Information
Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable,
and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the
extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such
Companion Loan Rating Agency Confirmation and all materials forwarded to the 17g-5 Information Provider under this Agreement in
connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that
such materials are forwarded to the 17g-5 Information Provider, and (ii) any other materials that the applicable Companion Loan
Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation promptly following such
request.


 


3.29.       Companion
Loan Intercreditor Matters.


 


(a)          If,
pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the
Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and
obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent
provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned to the extent
necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Trust Notes (as a result of such
purchase, repurchase or substitution) and (except for the actual Trust Notes) on behalf of the holder of the Companion Loan Note
that represents the Companion Loan. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian
appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holder as their interests appear under the
Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the
master servicer or special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


 


(b)          With
respect to the 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 Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Trust Loan Sellers or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Trust Loan Sellers
or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of
the Master Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review
or be bound by it or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination,
be a violation of this Agreement or the Co-Lender Agreement.


 






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(c)          Notwithstanding
anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer or Special
Servicer, as applicable, shall consult with the Companion Loan Holder with respect to any matters with respect to the servicing
of the Companion Loan to the extent required under the Co-Lender Agreement. In addition, notwithstanding anything to the contrary,
the Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Companion Loan Holder to the extent required
under the Co-Lender Agreement.


 


(d)          The
Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth:


 


(i)          (A)
the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying the amount of
balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason
therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect
to the Mortgage Loan;


 


(ii)          the
amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable to the
Mortgage Loan;


 


(iii)         the
amount of the distribution to the Companion Loan Holder, separately identifying the non-default interest, principal and other amounts
included therein, and if the distribution to the Companion Loan Holder is less than the full amount that would be distributable
to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall and the allocation
thereof between interest and principal and the amount of the shortfall, if any, under the Mortgage Loan;


 


(iv)         the
principal balance of each Note after giving effect to the distribution of principal as of the end of the related Collection Period;
and


 


(v)          the
amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee.


 


Not later than each Remittance
Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means.


 


(e)          At
any time after the Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be
delivered to the Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer
and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to
receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to
such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to
deliver such


 






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notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with
respect to such items hereunder or under the Co-Lender Agreement.


 


3.30.       Additional
Matters with Respect to the Mortgage Loan.


 


(a)          In
the event that only one Loan Seller (a “Repurchasing Seller”) repurchases its respective Notes (each, a “Repurchased
Note”) in accordance with Section 2.8 and Section 8 of the Trust Loan Purchase Agreement, the provisions of this Section
3.30 shall apply with respect to the servicing and administration of the Mortgage Loan (and the Trust Loan Sellers have agreed
to such provisions in the Trust Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise
no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holder have entered into a servicing
agreement with respect to the Mortgage Loan in accordance with the Co-Lender Agreement.


 


(b)          Custody
of the respective Mortgage Loan Documents shall be held exclusively by the Custodian, and record title under the respective Mortgage
Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement
(subject to the rights of the Companion Loan Holder with respect to the Companion Loan), except that the Repurchasing Seller shall
hold and retain title to its original Repurchased Note and any related endorsements thereof.


 


(i)           Payments
from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the
Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.30(b)(ii).
Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for
the benefit of the Repurchasing Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate
Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable
to the Trustee) and any Trust Fund Expenses) to the Repurchasing Seller or its designee by the Servicer on or before each Distribution
Date pursuant to instructions provided by the Repurchasing Seller and deposited and applied in accordance with this Agreement,
subject to Section 3.30(b)(ii). In the event that the Property becomes Foreclosed Property, payments or any other amounts received
with respect to the Mortgage Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share
of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator
Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees,
and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.30(b)(ii).


 


(ii)          In
the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under the Mortgage Loan at any particular time, the Repurchasing Seller shall be entitled to receive from the Servicer an amount
equal to the Repurchasing Seller’s allocable share (based upon its respective principal balance) of such payment as determined
in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls


 






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including, without
limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special
Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund
Expenses, will be allocated between the holders of the Notes in accordance with the Co-lender Agreement, provided, however,
such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s
rights to full reimbursement of such expenses, losses and shortfalls under this Agreement.


 


(iii)         For
so long as the Mortgage Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer
or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Mortgage Loan consistent with the
terms of this Agreement. The Repurchasing Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer
or special servicer of the related Repurchased Note. All rights of the mortgagee under the Mortgage Loan will be exercised by the
Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein and on behalf of the Repurchasing Seller
to the extent of its interest therein (as a collective whole) in accordance with this Agreement.


 


(iv)         Funds
collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in
accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special
Servicer and CREFC® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance with respect
to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement
with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by
such holder of an Investor Certification, shall be entitled to receive any and all reports and have access to any and all information
that a Certificateholder would otherwise have under the terms of this Agreement.


 


(c)          If
any Note is considered a Specially Serviced Mortgage Loan, then each Note shall be a Specially Serviced Mortgage Loan under this
Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Repurchasing
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee,
Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.


 


(d)          If
(A) the Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that a related payment
has been made or will be received or collected in connection with any or all of the Notes and (B) such related payment is not received
or collected by the Servicer, then the Repurchasing Seller will promptly on demand by the Servicer return such amount to the Servicer.
If the Servicer determines at any time that any amount received or collected by the Servicer in respect of the Mortgage Loan must
be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Repurchasing
Seller, and the Repurchasing Seller


 






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will promptly on demand by the Servicer repay, which obligation shall survive the termination
of this Agreement, any portion thereof that the Servicer may have distributed to the Repurchasing Seller, together with interest
thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto.


 


(e)          Subject
to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall
have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Mortgage
Loan, and (ii) enforce the Mortgage Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence,
the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Mortgage Loan Documents,
agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of
the Mortgage Loan without the consent of the Repurchasing Seller, subject, however, to Section 3.24.


 


(f)           In
taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to
the same degree of care with respect to the administration and servicing of the Mortgage Loan as is consistent with this Agreement;
and shall only be liable to the Repurchasing Seller to the same extent as set forth herein as it is liable to the Trust.


 


(g)          In
the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to
the Mortgage Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined
to be a Nonrecoverable Advance, the Repurchasing Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance)
of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Repurchasing Seller reimburses
any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Repurchasing Seller shall receive
a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on
behalf of the Borrower, the Servicer shall reimburse the Trust and the Repurchasing Seller on a pro rata basis from such amounts
received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Repurchasing Seller’s
reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced
under Section 3.4(c) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything
to the contrary contained herein, the total liability of the Repurchasing Seller shall not exceed an amount equal to its pro rata
share (based upon its respective principal balance) of the aggregate Mortgage Loan obligations.


 


(h)          The
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased
Note shall agree in writing to be bound by the terms of this Agreement.


 






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(i)           The
Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise
efforts consistent with the Accepted Servicing Practices to execute and deliver, on behalf of the Repurchasing Seller as a holder
of a pari passu interest in the Mortgage Loan, any and all documents and instruments necessary to maintain the lien created by
the Mortgage or other security document related to the Mortgage Loan on the Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the Mortgage Loan Documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the Property all in accordance with, and subject to, the terms of this Agreement. The Repurchasing
Seller agrees to furnish, or cause to be furnished, to the Servicer and the Special Servicer any powers of attorney or other documents
necessary or appropriate to enable the Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the Mortgage Loan; provided, however, that the Repurchasing Seller shall not
be liable, and shall be indemnified by the Servicer or the Special Servicer, as applicable, for any negligence with respect to,
or misuse of, any such power of attorney by the Servicer or the Special Servicer, as the case may be; and further provided that
the Servicer or the Special Servicer, without the written consent of the Repurchasing Seller, shall not initiate any action in
the name of the Repurchasing Seller without indicating its representative capacity that actually causes the Repurchasing Seller
to be registered to do business in any state.


 


(j)           The
Repurchasing Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Mortgage Loan Documents related
to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests
for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or
to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at
law or equity with respect to the related Repurchased Note.


 


The rights granted to
the Repurchasing Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor
of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities
granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed
to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections,
limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.


 


4.          DISTRIBUTIONS
AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.         Distributions.
(a) On each Distribution Date, to the extent of Available Funds,
amounts held in the Lower-Tier Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of
the Uncertificated Lower-Tier Interests, for deposit into the Upper-Tier Distribution Account, and to the Class R
Certificates in respect of the Class LT-R Interest in accordance with Section 4.1(b) and immediately thereafter,
amounts so distributed to the Upper-Tier REMIC shall be withdrawn from the Upper-Tier Distribution Account and distributed by
the Certificate Administrator in the following amounts:


 






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first, to the
Class A and Class X Certificates, on a pro rata basis, based on the Interest Distribution Amounts for each such Class and
such Distribution Date, in an amount up to such Interest Distribution Amount for such Class and such Distribution Date;


 


second, to the
Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance
of such Class is reduced to zero;


 


third, to the
Class A Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


fourth, to the
Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the
Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


sixth, to the
Class B Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


seventh, to the
Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth, to the
Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


ninth, to the
Class C Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates;


 


tenth, to the
Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to the
Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced
to zero;


 


twelfth, to the
Class D Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and
not reimbursed on prior Distribution Dates; and


 






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thirteenth, to
the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In no event will any
Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance which in the aggregate exceed
the original Certificate Balance of such Class.


 


(b)          On
each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions in
respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of
Realized Losses actually distributable to its respective Related Certificates as provided in Section 4.1(a), and (B)
distributions with respect of reimbursement of Realized Losses in an amount equal to the reimbursement of Realized Losses
actually distributable to its respective Related Certificates as provided in Section 4.1(g). On each Distribution
Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect of interest in an
amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related Certificates and
the Interest Distribution Amount and Interest Shortfall in respect of the Class X-CP and Class X-NCP Certificates (based on
the proportion of the interest accrued at the Class X Strip Rate on each respective Class of Related Certificates to the
aggregate interest accrued at the Class X Strip Rates on all of the respective Classes of Related Certificates), to the
extent actually distributable thereon as provided in Section 4.1(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 on each Distribution Date.


 


As of any date, the principal
balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect
to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.


 


Any amount that remains
in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and any
Yield Maintenance Premium and Yield Maintenance Default Premium distributed pursuant to Section 4.3(b) shall be distributed to
the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining
in the Lower-Tier Distribution Account, if any).


 


Distributions to the
Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the Class R
Certificate holders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier Distribution Account
on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder of record on the related Record
Date (other than as provided in Section 10.1 in respect of the final distribution), by wire transfer in immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or
by check by first class mail to the address set


 






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forth therefor in the Certificate Register if wiring instructions have not been
received at least five (5) Business Days prior to the Distribution Date.


 


(c)          All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account in error to the extent
funds are available for such purpose) to each Certificateholder of record on the related Record Date by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not
been received at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


(d)          The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate
Administrator’s Website pursuant to Section 8.14(b) and mail to each Holder of such Class of Certificates on such date to
the effect that:


 


(i)           the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the end
of the Certificate Interest Accrual Period related to such Distribution Date.


 


(e)          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 in trust for the benefit of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 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 to
receive the final distribution with respect thereto. If within one (1) year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall
be held by the Certificate Administrator in trust in


 






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accordance herewith until the expiration of a two-year period following such
second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent permitted by law, hold all
amounts distributable to the Holders thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the
Trust Fund, at which time such amounts shall be distributed to the Depositor. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder or 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 4.1(e). Any such amounts transferred
to the Certificate Administrator shall not be invested.


 


(f)           The
Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the
Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the absence
of manifest error in such information, may conclusively rely upon it.


 


(g)          On
each Distribution Date, Realized Losses with respect to the Mortgage Loan shall be allocated to each Class of Certificates in the
following order:


 


first, to the
Class D Certificates;


 


second, to the
Class C Certificates;


 


third, to the
Class B Certificates; and


 


fourth, to the Class
A Certificates;


 


in each case until the Certificate Balance
of each such Class has been reduced to zero.


 


Allocations of Realized
Losses to any Class of Sequential Pay Certificates (or portion thereof) shall result in a corresponding reduction in the Notional
Amount of the Class X-CP Certificates or Class X-NCP Certificates, as applicable. Allocations of Realized Losses to any Class of
Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Related Uncertificated
Lower-Tier Interest.


 


4.2.         Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal
withholding requirements with respect to payments to Certificateholders and other payees that the Certificate Administrator
reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any
such withholding and such Certificateholders shall furnish any information as may be required for the Certificate
Administrator to comply with any withholding requirements. In the event the Certificate Administrator withholds any amount
from interest payments or advances thereof or other amounts to any Certificateholder or payee pursuant to federal withholding
requirements, amounts so withheld shall be treated as having been entirely


 






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distributed to such Certificateholder or payee,
and the Certificate Administrator shall indicate the amount withheld to such Certificateholder or payee through a report.


 


4.3.         Allocation
and Distribution of Yield Maintenance Premiums and Yield Maintenance Default Premiums. (a)  On
any Distribution Date, Yield Maintenance Premiums and Yield Maintenance Default Premiums, if any, collected in respect of the Mortgage
Loan during the related Collection Period shall be distributed by the Certificate Administrator in the following order of priority:


 


(i)            with
respect to Yield Maintenance Premiums and Yield Maintenance Default Premiums corresponding to principal prepaid in respect of the
Trust A Notes, (A) 20% of any such Yield Maintenance Premiums and Yield Maintenance Default Premium to the Class A Certificates,
(B) 30% of any such Yield Maintenance Premiums and Yield Maintenance Default Premium to the Class X-CP Certificates and (C) the
remainder of any such Yield Maintenance Premiums to the Class X-NCP Certificates;


 


(ii)          with
respect to Yield Maintenance Premiums and Yield Maintenance Default Premiums corresponding to principal prepaid in respect of the
B Notes, (A) 20% of any such Yield Maintenance Premiums to the Class B Certificates, (B) 30% of any such Yield Maintenance Premiums
to the Class X-CP Certificates and (C) the remainder of any such Yield Maintenance Premiums to the Class X-NCP Certificates;


 


(iii)         with
respect to Yield Maintenance Premiums and Yield Maintenance Default Premiums corresponding to principal prepaid in respect of the
C Notes, (A) 20% of any such Yield Maintenance Premiums and Yield Maintenance Default Premium to the Class C Certificates, (B)
30% of any such Yield Maintenance Premiums and Yield Maintenance Default Premium to the Class X-CP Certificates and (C) the remainder
of any such Yield Maintenance Premiums to the Class X-NCP Certificates;


 


(iv)         with
respect to Yield Maintenance Premiums and Yield Maintenance Default Premiums corresponding to principal prepaid in respect of the
D Notes, (A) 20% of any such Yield Maintenance Premiums to the Class D Certificates, (B) 30% of any such Yield Maintenance Premiums
to the Class X-CP Certificates and (C) the remainder of any such Yield Maintenance Premiums to the Class X-NCP Certificates;


 


No Yield Maintenance
Premiums or Yield Maintenance Default Premiums shall be distributed to the Holders of Class R Certificates.


 


(b)          All
Yield Maintenance Premiums and Yield Maintenance Default Premiums distributable pursuant to clause (a) of this Section
4.3 shall first be deemed to have been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class
LA Uncertificated Interest (whether or not the Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest has been
reduced to zero).


 


4.4.        Statements
to Certificateholders. (a) On each Distribution Date, based on
information provided by the Servicer and the Special Servicer, as applicable, the Certificate Administrator shall prepare and
make available pursuant to Section 8.14(b) to any Privileged Person (including a Privileged Person who provides the
Certificate Administrator with an


 






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Investor Certification in the form of Exhibit K-2 hereto) and shall deliver to the
Initial Purchasers, a statement, based upon information supplied to it by the Servicer and the Special Servicer, as
applicable, in respect of the distributions on such Distribution Date (a “Distribution Date Statement”)
setting forth:


 


(i)           for
each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable to interest at
the Pass-Through Rate and the amount allocable to principal (separately identifying the amount of any principal payments (and specifying
the source of such payments)), (2) the amount of any Yield Maintenance Premiums and Yield Maintenance Default Premiums collected
on the Trust Loan allocable to each Class of Certificates and (3) and the amount of interest paid on Advances from Default Interest
and allocable to such Class;


 


(ii)          if
the amount of the distribution to the Holders of any Class of Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient Available Funds, the amount of the shortfall allocable to such Class, stating separately
amounts allocable to principal and interest;


 


(iii)         the
amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates (other than the Class R Certificates)
after giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as the case may be or such
Distribution Date and the allocation of Realized Losses, on such Distribution Date;


 


(v)          the
principal balance of the Trust Loan, the Companion Loans and the Certificate Balance of each Class of Certificates as of the end
of the Collection Period for such Distribution Date and the amount of Realized Losses allocated to each Class;


 


(vi)         the
aggregate amount of Unscheduled Payments (and the source of such payments) made during the related Collection Period; and the aggregate
amount of such payments allocable to the Trust Loan;


 


(vii)        identification
of any Mortgage Loan Event of Default or any Special Servicing Loan Event, any Servicer Termination Event or Special Servicer Termination
Event under this Agreement that in any case has been declared as of the close of business on the second Business Day prior to the
end of the preceding calendar month;


 


(viii)       the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained by
the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator Fee (including the portion
that is the Trustee Fee), the Special Servicing Fee and the CREFC® Intellectual Property Royalty License Fee with
respect to such Distribution Date;


 






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(ix)         the
number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and the date upon
which any foreclosure proceedings have been commenced;


 


(x)          whether
the Property, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed Property,
together with an identification of same;


 


(xi)         information
with respect to any declared bankruptcy of the Borrower, the Fee Mortgagor, the Guarantors or any Mezzanine Borrower;


 


(xii)        as
to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such item
and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


(xiii)       a
list of conveyances or transfers of the Property by the Borrower reported to the Certificate Administrator to the extent not already
reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s Website;


 


(xiv)       the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)        the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)       an
itemized report identifying any Appraisal Reduction Amount;


 


(xvii)      the
amount of Default Interest, if any, and late payment charges, if any, paid by the Borrower during the related Collection Period;


 


(xviii)     an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date;


 


(xix)        the
aggregate amount of Borrower Reimbursable Trust Fund Expenses;


 


(xx)         the
amount and type of Yield Maintenance Premiums and Yield Maintenance Default Premiums, if any, collected during the related Collection
Period and distributed on such Distribution Date to the Holders of the Certificates; and


 


(xxi)        the
Note Interest Rate and Net Note Interest Rate for each Trust Note and the related Mortgage Loan Interest Accrual Period.


 


The Depositor, the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder approval.


 


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


 






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was a Holder of a Certificate upon written request to the Certificate Administrator, a statement containing the
information set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for such calendar year
or applicable portion of such year during which such Person was a Certificateholder, together with such other information as the
Certificate Administrator deems necessary or desirable, or that a Certificateholder or beneficial owner of a Certificate reasonably
requests, to enable Certificateholders to prepare their tax returns for such calendar year or as otherwise required by law. 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.


 


(b)          The
Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for this purpose
a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such
information shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and the
Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it by
the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished
by the Servicer is based on information required to be provided by the Borrower or the Special Servicer, the Servicer’s obligation
to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information from the Borrower
or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special Servicer is based
on information required to be provided by the Borrower, the Special Servicer’s obligation to furnish such information shall
be contingent upon receipt of its receipt of such information from the Borrower. The Servicer, the Special Servicer, the Certificate
Administrator and the Trustee shall be entitled to rely on information supplied by the Borrower without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section
8.14(b) reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall be prepared
pursuant to Section 3.18 by the Servicer in CREFC® format based on the quarterly, annual and periodic statements
and rent rolls with respect to the Property obtained by the Servicer from the Borrower or from the Special Servicer pursuant to
Section 3.15(h).


 


If so authorized by the
Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person certain other information
with respect to the Mortgage Loan (subject to the limitations of Section 3.18).


 


In addition, the Certificate
Administrator shall make available on its website such information as set forth in Section 8.14(b).


 


4.5.         Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum. (a) The Certificate Administrator shall make available,
only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with
an Investor Certification substantially in the form of Exhibit K-2 hereto), the Investor Q&A


  



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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 who provide the Certificate Administrator with an
Investor Certification substantially in the form of Exhibit K-1 may submit questions to the Certificate Administrator
relating to the Distribution Date Statement, or submit questions to the Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to Section 8.14(b), the Trust Loan or the Property (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 Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the appropriate Person (as
identified to the Certificate Administrator by the Servicer or the Special Servicer, as applicable) at the Servicer or the
Special Servicer, as applicable, in each case via electronic mail within a commercially reasonable period of time following
receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer or the Special Servicer, as
applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the
Servicer or the Special Servicer, as applicable, shall be by email to the Certificate Administrator. 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 Servicer or the Special Servicer, as applicable, 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 Mortgage Loan Documents or this Agreement, (iv) answering any Inquiry would, or is reasonably expected
to, result in a waiver of attorney client privilege or the disclosure of attorney work product, (v) answering any Inquiry
would materially increase the duties of, or would result in significant additional cost or expense to, the Trustee, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would require the
disclosure of Privileged Information or (vii) answering any Inquiry is otherwise, for any reason, not advisable to answer, it
shall not be required to answer such Inquiry and, in the case of the Servicer or the Special Servicer, shall promptly notify
the Certificate Administrator of such determination. 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 Trust and Servicing
Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer 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
Trust 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 Mortgage Loan Documents, (iv)
answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client privilege or the disclosure
of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as
applicable, (vi) answering any Inquiry would require the disclosure of Privileged Information or (vii) answering any Inquiry
is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, the Servicer and/or the Special Servicer has declined to answer the Inquiry.”


 






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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 Initial Purchasers or any of their respective Affiliates. None of the
Initial Purchasers, the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator 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 shall not reflect questions, answers
and other communications that are not submitted via the Certificate Administrator’s Website. The Investor Q&A Forum will
not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder
or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information
available on the Investor Registry for at least 45 days from the date of such certification to Persons entitled to access 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 Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within 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
Certificate Administrator shall, with the consent of the Depositor, make the Distribution Date Statements available to certain
market data providers upon receipt by the Certificate Administrator from such Person of a certification substantially in the form
of Exhibit O hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.
The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock
Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson Reuters and Markit Group Limited, and the provision
of such information shall not constitute a breach of this Agreement by the Certificate Administrator.


 


(d)          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 inquiries to the Certificate Administrator relating to the Distribution Date
Statement, (ii) submit inquiries to the Servicer or the Special


 






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Servicer, as applicable, relating to the reports prepared by such
parties, (iii) submit requests for information about the Mortgage Loan or the Property (each such submission identified in sub-clauses
(i), (ii) and (iii) hereof, a “Rating Agency Inquiry”) or (iv) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating Agency Inquiry
for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward the Rating
Agency Inquiry to the appropriate Person, 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 Certificate Administrator, the 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 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period
of time following receipt of such response) such Rating Agency Inquiry and the related response (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the 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, Accepted Servicing Practices, this Agreement or the 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
of, any counsel engaged by the Certificate Administrator, the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, determines in accordance with the Accepted Servicing Practices (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, 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 answer any such Rating Agency Inquiry. 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 Initial Purchasers, 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.


 






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5.            THE
CERTIFICATES


 


5.1.         The
Certificates.


 


(a)          The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-6 hereto,
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.


 


(b)          The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not equal an integral
multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized Initial
Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over (ii) the largest integral
multiple of $1,000 that does not exceed such amount. The Class X Certificates shall be issued, maintained and transferred only
in minimum denominations of authorized initial notional amount of not less than $1,000,000 and integral multiples of $1 in excess
thereof. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class
R Certificates and integral multiples of 1% in excess thereof.


 


(c)          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.


 


5.2.         Form
and Registration. (a) Each Class of the Certificates sold to an institution that is a non-U.S. Securities Person in
“offshore transactions” (as defined in Rule 902(h) of Regulation S) in reliance on Regulation S shall initially
be represented by a temporary global 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 Global
Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme
(“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 Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Global


 






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Certificate may be exchanged for an interest in the related
permanent global certificate of the same Class (each, a “Regulation S Global Certificate”) in the
applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global
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 Global Certificate shall not be made to the holders of such beneficial
interests unless an exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S
Global 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 Global Certificates, which shall be held by the Certificate Registrar for
purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Certificates
of each Class offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, collectively with the Temporary
Regulation S Global Certificates and the Regulation S Global Certificates, the “Global 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 Global
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 Rule 144A Global Certificate.


 


(c)          Certificates
of each Class that are initially offered and sold to investors that are Institutional Accredited Investors that are not QIBs (the
“Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable
form set forth as an exhibit hereto, issued 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; provided, that
prior to such transfer the investor executes and delivers to the Certificate Registrar an Investment Representation Letter.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of Definitive 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 Global Certificates of such Class or ceases to be a Clearing Agency,
and the Certificate Registrar and the Depository


 






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are unable to locate a qualified successor within 90 days of such notice or (ii)
the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such
Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances
will Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global 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 Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt
from the Depository of instructions for reregistration, 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 Global Certificate, the
same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


5.3.        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 represented by a Temporary Regulation
S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange
and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from the
Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article 5, 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 Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A Global
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest
in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class, or to
transfer its interest in such Rule 144A Global Certificate to an institution who is required to take delivery thereof in the form
of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7,
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 Global Certificate in an amount
equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with
the Depository’s procedures containing information regarding the Euroclear or


 






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Clearstream account to be credited with such
increase and the name of such account and (3) a certificate in the form of Exhibit C 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 Global 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 Global Certificate and to increase, or cause
to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
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 Global Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule
144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in
such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation
S Global 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 Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.7, 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 D 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 Global Certificates and pursuant to and in accordance with Regulation S, or (B) that
the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation
S Global 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 Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the
reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged
or transferred.


 






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(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or
Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.7, 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 Global
Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global
Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that
the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a QIB 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 Global Certificate or Regulation S Global Certificate and to increase, or cause
to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global 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 Temporary Regulation
S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)          Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global 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 F hereto from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global 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 Global


 






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Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global 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 Global
Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S
Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction
in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global 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 Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the
same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered
hereunder.


 


(g)          Non-Book
Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate wishes at any time to exchange its interest
in such Non-Book Entry Certificate for an interest in a Global 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 Global 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 Global Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global 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
G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form
of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the
form of Exhibit I hereto (in the event that the applicable Global Certificate is the Rule 144A Global 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 Global 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
Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Global Certificate,


 






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Temporary
Regulation S Global Certificate or Regulation S Global Certificate or to a transferee of a Non-Book Entry Certificate (or any portion
thereof).


 


(i)           Other
Exchanges. In the event that a Global 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 clauses (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, 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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)          [Reserved.]


 


(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)         No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of 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 to purchase such Class R Certificate. Each prospective
transferee of a Class R Certificate shall deliver to the transferor, the Certificate Registrar and the Certificate Administrator
a representation letter, substantially in the form of Exhibit J-3, stating that the prospective transferee is not a Plan
or a Person acting on behalf of or using the assets of a Plan. No Class A, Class X-CP, Class X-NCP, Class B, Class C or Class D
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 any such plan or using the assets of a Plan to purchase such Certificate, unless (A) the purchaser is an “accredited
investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act and (B) the acquisition, holding and disposition
of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code (or a similar non-exempt violation of Similar Law). 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.


 


(n)          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:


 






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(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 of a Residual
Ownership Interest 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 J-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 liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. 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 5.3(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 J-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in the Transferee Affidavit are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer to such proposed
transferee shall be effected and such proposed transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall


 






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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 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)        The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(o)          No
transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state securities
laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register or qualify
the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer of such Certificates without registration or qualification.


 


5.4.         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 Fund. In
connection with the issuance of any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


5.5.         Persons
Deemed Owners. The 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


 






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other purposes
whatsoever, and neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification by a Beneficial Owner (or
prospective transferee of a Certificate), such party to this Agreement shall distribute such report, statement or other
information to such Beneficial Owner (or such prospective transferee).


 


5.6.         Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as
current a 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 (a) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and
(c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder access during normal
business hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar and the Certificate Administrator 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
such information was derived. The Servicer, the Special Servicer, the Trustee and the Depositor shall be entitled to a list
of the names and addresses of Certificateholders from time to time upon request therefor and any reasonable costs associated
therewith shall be a Trust Fund Expense.


 


Upon the written request
of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states that such Certificateholder
or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders or Beneficial Owner stating
that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders or Beneficial Owners, setting
forth the relevant contact information and briefly stating the reason for the requested contact (a “Special Notice”)
and (c) provides a copy of the Special Notice which such Certificateholder or Beneficial Owner proposes to transmit, the Certificate
Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant to Section 8.14(b)
and shall mail such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne by the
party requesting such Special Notice. Every Certificateholder and Beneficial Owner, by receiving and holding a Certificate, agrees
that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


5.7.         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


 






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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 Wells Fargo Bank, N.A., Marquette Avenue and Sixth Street, Minneapolis, MN 55479-0113 as
its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the
Borrower of any change in the location of the Certificate Register or any such office or agency.


 


6.          THE
DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.         Respective
Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer
and the Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


6.2.         Merger
or Consolidation of the Servicer or the Special Servicer. Each of the Servicer
and the Special Servicer 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.


 


Any Person into which
the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to
which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the Servicer or the Special
Servicer, shall be the successor of the Servicer or Special Servicer, as the case may be, hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, unless such successor or surviving Person is the Servicer or the Special Servicer, each of the Certificate Administrator
and the Trustee shall have received a Rating Agency Confirmation before any such surviving Person shall be deemed to be the successor
of the Servicer or the Special Servicer, as the case may be, hereunder.


 


6.3.        Limitation
on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) Neither the Depositor, the Servicer,
the Special Servicer nor any of their respective directors, officers, members, managers, partners, employees, Affiliates or
agents shall be under any liability to the Trust, the Certificateholders or the Companion Loan Holder for any action taken or
for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the
direction of Certificateholders or the Companion Loan Holder that does not violate any law or Accepted Servicing Practices or
the provisions of this Agreement or any intercreditor agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other person or entity
against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of its duties or by reason of negligent disregard of its
obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors,
officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer,
the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents,


 






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Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (“Controlling Persons”), shall be indemnified by the Trust and held harmless against any
loss, liability, claim, demand or expense (including reasonable legal fees and expenses) incurred in connection with any
legal action or other claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement,
the Mortgage Loan, the Property, or the Certificates (except as any such loss, liability or expense shall be
otherwise reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability or expense incurred by
reason of willful misconduct, bad faith or negligence by it in the performance of its duties hereunder or by reason of its
negligent disregard of its obligations and duties hereunder as determined by a court of competent jurisdiction. Neither the
Depositor, the Servicer nor Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense
or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its
discretion, undertake any such action which it may deem necessary or desirable (in the case of the Servicer or Special
Servicer, in accordance with Accepted Servicing Practices) in respect of this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such
action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be
reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account or the Distribution Account.
Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates or for the use or application by the Trustee or Certificate
Administrator of any funds paid to the Trustee or the Certificate Administrator, as applicable, in respect of the Mortgage
Loan deposited into or withdrawn from the Distribution Account or any account (other than the Collection Account and the
Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer
pursuant to this Agreement) maintained by or on behalf of the Trustee or the Certificate Administrator (except to the extent
that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such
amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity).


 


(b)          In
order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, may be required to obtain,
verify and record certain information relating to individuals and entities that maintain a business relationship with the Servicer
or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special Servicer, upon
its respective request from time to time, such identifying information and documentation as may be available for such party in
order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)          The
Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the
obligations of the Servicer and the Special Servicer (if the Trustee fails to do so), the Trustee and the Certificate Administrator
under this Agreement.


 


6.4.         Servicer
and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer.
(a) Each of the Servicer and Special Servicer may resign and
assign its rights


 






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and delegate its duties and obligations under this Agreement to any Person or to an entity, provided
that:


 


(i)           the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States
or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer
or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee an agreement in
form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer,
as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the
extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the
Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval
not to be unreasonably withheld and (C) shall make such representations and warranties of the Servicer or the Special Servicer,
as the case may be, as provided in Section 2.6;


 


(ii)          Rating
Agency Confirmation has been received;


 


(iii)         the
Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)         the
rate at which any servicing compensation is calculated shall not exceed the rate specified herein; and


 


(v)          the
Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agencies for any expenses
of such assignment, sale or transfer.


 


Upon satisfaction of the foregoing requirements
and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder.


 


(b)          Subject
to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special
Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its
duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by
the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or a successor
Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special
Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence, each
of the Servicer and


 






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the Special Servicer may assign its duties and obligations under this Agreement under certain
limited circumstances as described herein. In connection with any such resignation, the successor special servicer shall be appointed
by the Trustee and otherwise satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.         Ethical
Wall.


 


(a)          The
Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that divisions
and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment Personnel”)
will not obtain Confidential Information from the division and individuals of the Servicer who are involved in the performance
of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”) and
the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The Servicer
represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer, between
Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies and procedures
restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel and (b) policies and procedures
against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing Personnel.
The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the course of
their exercise of general managerial responsibilities may not participate in or use that information to influence Investment Decisions;
nor may they pass that information to others for use in such activities; nor may such senior management personnel who have obtained
information regarding Investments in the course of their exercise of general managerial responsibilities use that information to
influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer
of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).


 


(b)          The
Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that
divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals of the
Special Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals,
“Special Servicer Servicing Personnel”) in a manner that violates any applicable law including, but not limited
to, any securities laws and the Special Servicer Investment Personnel will not provide information regarding its decisions relating
to Investments in the Certificates to Special Servicer Servicing Personnel. The Special Servicer represents that policies and procedures
restricting the flow of information exist, and shall be maintained by the Special Servicer, between Special Servicer Investment
Personnel, on the one hand, and Special Servicer Servicing Personnel, on the other, and that such policies and procedures restricting
the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential
Information from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies and procedures
restricting the disclosure of information regarding Special 


 






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Servicer Investment Personnel decisions relating to Investments in
the Certificates to Special Servicer Servicing Personnel. The senior management personnel of the Special Servicer and/or its Affiliate
who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not use that
information to influence Investment Decisions with respect to the Certificates; nor may they pass that information to others for
use in such activities, to the extent the use of such Confidential Information violates the securities laws; nor may such senior
management personnel who have obtained information regarding Investments in the course of their exercise of general managerial
responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein to the contrary,
the delivery or provision by the Special Servicer of information or reports as required by this Agreement shall not constitute
a violation or default of this Section 6.5(b).


 


The Servicer and the
Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all non-confidential,
non-proprietary records, including those in electronic form, documentation, records or any other information regarding the Mortgage
Loan that are in its possession or control hereunder and access to its officers responsible therefor. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer and is not obligated to
supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 


6.6.         Indemnification
by the Servicer, the Special Servicer and the Depositor. (a) Each of the Servicer, the Special Servicer and the
Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and
expenses incurred by the Trust that arise out of or are based upon (i) a breach by the Servicer, the Special Servicer or the
Depositor, as applicable, of its representations and warranties, as applicable, under this Agreement or (ii) negligence, bad
faith or willful misconduct on the part of the Servicer, the Special Servicer or the Depositor in the performance of such
obligations or its negligent disregard of its obligations under this Agreement.


 


(b)          Each
of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan Holder
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs and expenses that the Companion Loan Holder may sustain in connection with this Agreement that arise out of
or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct, bad faith or negligence
in the performance of its obligations hereunder or by reason of negligent disregard of its obligations hereunder.


 


7.          SERVICER
TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.        Servicer
Termination Events; Special Servicer Termination Events. (a) “Servicer Termination Event,” or
“Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special
Servicer, as the case may be, 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 Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other
than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement by 11:00
a.m., New York time, on the Business Day following the day on which such remittance was required to be made;


 


(ii)          any
failure of the Servicer to (a) make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior to the
applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) make any Administrative
Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is not cured by 11:00
a.m., New York time, on the related Distribution Date, or (c) make any Property Protection Advance required to be made pursuant
to this Agreement when the same is due and such failure continues unremedied for ten (10) Business Days (or such shorter period
(not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes or ground rents)
following the day on which the Servicer receives notice of such lapse or delinquency thereof or should have received such notice
if it had been acting in accordance with Accepted Servicing Practices;


 


(iii)         any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of thirty (30) days after the day on which written notice of such failure shall have been given to the
Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable, and
the Trustee by the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding
Sequential Pay Certificates; provided, however, that, with respect to any such failure that is not curable
within such thirty (30) day period, the Servicer or the Special Servicer, as appropriate, will have an additional cure period of
thirty (30) days to effect such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such
failure within the initial thirty (30) day period and has provided the Trustee with an officer’s certificate certifying that
it has diligently pursued, and is continuing to diligently pursue, such cure;


 


(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 Servicer or the Special Servicer, as applicable, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided, however,
that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period,
the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the
initial sixty (60) day


 






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period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)          the
Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


(vi)         the
Servicer or the Special Servicer, as applicable, 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;


 


(vii)        Moody’s
(1) has qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates, or (2) has placed one or more Classes
of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by Moody’s within 60 days) and, in the case of
either of clauses (1) or (2), publicly citing servicing concerns with the Servicer or the Special Servicer, as the case may be,
as the sole or material factor in such action;


 


(viii)       the
Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list
within sixty (60) days.


 


(ix)         a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(x)          so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special Servicer,
as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”)
retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this Agreement to enable
such Other Securitization Trust to comply with its reporting obligations under the Exchange Act upon such failure to comply with
Article 13, subject to any applicable grace periods (and any Sub-Servicing Entity that defaults in accordance with this clause
(x) will be terminated at the direction of the Depositor).


 






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(b)          Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing. The Certificate Administrator shall, upon receipt
of such notice (or receipt of a notice from the Servicer or the Special Servicer of the occurrence of a Servicer Termination Event
or Special Servicer Termination Event), (i) post such notice on the Certificate Administrator’s Website pursuant to Section
8.14(b), (ii) provide such notice to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b) and (iii) provide notice of the same to the Certificateholders by mail, to
the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer Termination
Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event
with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to the Special
Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer
Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination Event with
respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)          If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long as
such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee may,
or (ii) upon the written direction of Holders of Sequential Pay Certificates having at least 25% of the Voting Rights (taking into
account the application of the Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of
the Sequential Pay Certificates, the Trustee shall terminate all of the rights and obligations of the Servicer or the Special Servicer,
as applicable, under this Agreement, other than rights and obligations accrued prior to such termination, and in and to the Mortgage
Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable. Upon any termination
of the Servicer or the Special Servicer, as applicable, and appointment of a successor to the Servicer or the Special Servicer,
as applicable, the Trustee shall notify the Certificate Administrator and the Certificate Administrator shall post such written
notice thereof on the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider who shall
post written notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter,
give written notice to the Depositor, the Companion Loan Holder and the Certificateholders by mail to the addresses set forth in
the Certificate Register. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation,
to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware.


 


Notwithstanding the
foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (x) of the definition “Servicer Termination Event”),
will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for servicing
the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee will be required to direct the Servicer
to (and the Servicer shall) replace such sub-servicer with a new sub-servicer


 






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(but only if such original sub-servicer is in default
(beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to terminate the
sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating Agency Confirmation
from each Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment of such sub-servicer
(at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer Termination Event
only has an adverse effect on the Companion Loan or a Companion Loan Security and the Special Servicer is not otherwise terminated,
then the Trustee, at the direction of the Companion Loan Holder, will be required to terminate the Special Servicer. In addition,
in the event that a Special Servicer Termination Event under clause (x) of the definition thereof occurs and the Special Servicer
is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at the direction of the Depositor.


 


(d)          Upon
the written direction of Holders of Sequential Pay Certificates evidencing not less than 25% of the Voting Rights (taking into
account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of
the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such
written direction, the Certificate Administrator shall promptly post such written direction to the Certificate Administrator’s
Website pursuant to Section 8.14(b). Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency
Confirmation from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a new Special
Servicer (which confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be
additional Trust Fund Expenses), the Certificate Administrator shall promptly post written notice of a request for such a vote
to the Certificate Administrator’s Website pursuant to Section 8.14(b), provide written notice to all Certificateholders
of such request by mail, and shall conduct the solicitation of votes of all Certificates. Such votes will be effective only if
received by the Certificate Administrator within 180 days of the posting of such notice on the Certificate Administrator’s
Website. Any votes not received within such 180-day period shall be of no force and effect. If Holders of Sequential Pay Certificates
evidencing at least 75% of a Certificateholder Quorum vote in favor of replacing the Special Servicer within such 180-day period,
the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the rights (subject to such terminated
Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set
forth in this Agreement which survive termination) and obligations of the Special Servicer under this Agreement and appoint the
successor Special Servicer designated by such Certificateholders. The provisions set forth in the foregoing sentences of this paragraph
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. As between
the Special Servicer, 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 Special Servicer. The Holders of the Certificates
that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal
and replacement of the Special Servicer pursuant to this paragraph, provided, further, however, such successor
Special Servicer shall (i) satisfy the eligibility requirements applicable to the Special Servicer contained in this


 






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Agreement;
and (ii) not also be the current Special Servicer or an affiliate of the current Special Servicer (or be engaged to perform any
special servicing duties whatsoever with regard to the Mezzanine Loans). The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s Website
and that each Certificateholder may register to receive e-mail notifications when such notices are posted thereon.


 


(e)          [Reserved].


 


(f)           In
the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall notify the
outgoing Servicer or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post it to its website)),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loan and the proceeds thereof, other
than any rights the Terminated Party may have hereunder as a Certificateholder, to the Excess Servicing Fee Right, and to any rights
or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing
to it under this Agreement with respect to periods prior to the date of such termination and the right to the benefits of Section
6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of such written notice, subject
to the foregoing, all of its authority and power under this Agreement, whether with respect to the Certificates (except that the
Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section 7.1
(absent the appointment of a successor, and such successor’s assumption of obligations hereunder) and, without limitation,
the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated
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 Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each
agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b), to promptly
(and in any event no later than ten (10) Business Days subsequent to such notice) provide, at its own expense, the Terminating
Party (which term shall include for the purposes of the remainder of this Section 7.1(g), the Trustee (or a successor Servicer
or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) with
all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section
7.1(g), the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Mortgage Loan, and
shall promptly provide the Terminating Party or


 






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such successor Servicer or Special Servicer, as applicable (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Servicer or The Special Servicer, as applicable, shall reasonably request (including
electronic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection
with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and
amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon
presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating
Party or such successor Servicer or Special Servicer, as applicable, for expenses set forth in this Section 7.1(g) within
ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to
Section 3.4(c); provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.
Notwithstanding the foregoing, in the event that the Special Servicer is terminated without cause pursuant to this Section 7.1,
all costs and expenses incurred or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the
Trust Fund.


 


7.2.         Trustee
to Act; Appointment of Successor.


 


(a)          On
and after the time the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to Section
7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed
under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under
Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and, except as
provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however, that
(i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have
responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure
to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide,
or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall
not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other
successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided to the Trustee under
this Agreement. The appointment of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability
of the Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall not be liable for any
of the representations and warranties of the Terminated Party herein or in any related document or agreement, for any acts or omissions
of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated Party nor shall the
Terminating Party or any successor Servicer or Special Servicer


 






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be required to purchase the Mortgage Loan hereunder. As compensation
therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all compensation
with respect to the Mortgage Loan to which the Terminated Party would have been entitled that accrues after the date of the Terminating
Party’s succession to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the
case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, if the Holders of Sequential Pay Certificates having greater than 25% of the aggregate
Voting Rights (taking into account the application of the Appraisal Reduction Amount to notionally reduce the Certificate Balances
of the Certificates) of all then outstanding Sequential Pay Certificates so request in writing to the Trustee, or the Trustee is
not approved by the Rating Agencies as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation,
or if the Rating Agencies do not provide a Rating Agency Confirmation with respect to the succession of the Trustee as Servicer
or Special Servicer, as the case may be, promptly appoint, or petition a court of competent jurisdiction to appoint, any established
Mortgage Loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation
is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable, hereunder. No appointment of
a successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s
responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless
the Trustee shall be prohibited by law from so acting, the Trustee shall act in the applicable capacity as herein above provided.
In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loan as it and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to the Terminated
Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor,
the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.


 


(b)          Notwithstanding
Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer Termination Event
under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with the appropriate “request
for proposal” materials within five (5) Business Days after such termination, then such Servicer shall continue to serve
as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the terminated Servicer) solicit good faith bids for the rights to master service the Mortgage Loan from
at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 6.4 and Section
7.2 for which the Trustee has received Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders;
provided, however, that (i) at the Trustee’s request, the terminated Servicer shall supply the Trustee with
the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3) or no
Qualified Bidders submit bids for the right to master service the Mortgage Loan under this


 






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Agreement. The bid proposal shall require
any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Servicer with respect
to the Mortgage Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by the terminated
Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer entering into a
Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at a sub-servicing fee rate per annum
equal to the excess of the Servicing Fee Rate over the Excess Servicing Fee Rate (each, a “Servicing-Retained Bid”)
and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest
cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall
direct the Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful
bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above),
no later than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance of the
servicing rights hereunder to and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted to
the terminated Servicer the amount of such cash bid received from the Successful Bidder (net of “out of pocket” expenses
incurred in connection with obtaining such bid and transferring servicing).


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer, it may reduce such terminated
Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Servicer
would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated
Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce such Servicer’s Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Servicer that meets the requirements of this Section 7.2.


 


7.3.        [Reserved].


 


7.4.        Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event, as
the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the
Companion Loan Holder (including the institution and prosecution of all judicial, administrative and other proceedings and
the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be
entitled to be reimbursed therefor pursuant to Section 3.4(c) from the Collection Account. Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and
every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer
Termination Event.


 






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7.5.        Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay Certificates
evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates may, on
behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates,
waive any event of default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits (including Monthly Payment Advances) to or payments from the
Collection Account, the Distribution Account or any Foreclosed Property Account or in remitting payments as received, in each
case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the
related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any
right related thereto.


 


7.6.        Trustee
as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances, the
Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of any
Monthly Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate
Administrator shall notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in
the case of any Monthly Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee
shall, subject to its own determination of recoverability (made in the same manner as required of the Servicer pursuant to
the terms of this Agreement), perform such obligations (w) within five (5) Business Days (or such shorter period (but not
less than one (1) Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under
the Mortgage Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar action with
respect to the Property by reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of
a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect
to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution
Date with respect to Monthly Payment Advances provided that the Trustee has received notice from the Servicer or the
Certificate Administrator by 6:00 p.m. (New York time) on the Remittance Date of the failure of the Servicer to make a
required Monthly Payment Advance. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of
the Servicer’s rights with respect to Advances hereunder, including, without limitation, the rights of reimbursement
and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance
(without regard to any impairment of any such rights of reimbursement caused by such Servicer’s default in its
obligations hereunder and further subject to the Trustee’s standard of good faith judgment); provided, however,
that if Advances made by the Trustee and/or the 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 Servicer for such Advances and interest accrued thereon. The
Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable Advance
hereunder.


 






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8.          THE
TRUSTEE AND THE CERTIFICATE aDMINISTRATOR


 


8.1.         Duties
of the Trustee and the Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator, prior to the
occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing or
waiver of any Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with respect
to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither the Depositor
nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate
Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred
(which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise such
of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise, as
a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs. Any
permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty.
The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder
of the Mortgage Loan on behalf of the Certificateholders and the Companion Loan Holder, subject to the terms of the Loan Documents
and the Co-Lender Agreement; provided, however, that the Lender’s obligations under the Loan Documents shall be exercised
by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)          Subject
to Sections 8.2 (a) and 8.3, each of the Trustee and 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 that are specifically required to be furnished pursuant to any provision of this Agreement,
shall examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this
Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the
requirements of this Agreement in a material manner, the Trustee and the Certificate Administrator shall take such action as
it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or
the Certificate Administrator’s reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable,
may or may not act upon same.


 


(c)          Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator,
as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its
negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason
of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)           No
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and each
of 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, resolutions, certificates, statements, opinions, reports, documents, orders,
opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming


 






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to the requirements
of this Agreement, which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 


(ii)          neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator
or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)         neither
the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate,
not less than 25% of the 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;


 


(iv)        neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default or any failure
by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1 or any
other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required
to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge
of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of
such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)          neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or
liability and for which it would not be indemnified for pursuant to this Agreement.


 


(d)          None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner
of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to
the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything
contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection
with the duties assumed by the Authenticating Agent, and the Certificate Registrar


 






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hereunder, unless the Trustee or the Certificate
Administrator is acting in any such capacity hereunder; provided further that in any such capacity the Trustee and
the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate
Administrator hereunder, as applicable.


 


8.2.         Certain
Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided in Section
8.1:


 


(i)          each
of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)          each
of the Trustee and the Certificate Administrator may consult with counsel, and 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
with such Opinion of Counsel;


 


(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 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 security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided, however, that
nothing contained herein shall relieve the Trustee or the Certificate Administrator of the obligation, upon the occurrence of a
Servicer Termination Event or Special Servicer Termination Event, as the case may be, that a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge of (which has not been cured or waived), 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 Person would exercise or use under the circumstances in the conduct of such Person’s 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 reasonably 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 or Special Servicer Termination Event hereunder and after the curing or waiver
of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee nor the Certificate
Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants
or agreements herein (except as specifically required by this Agreement) or to make any


 






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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 so to do by Holders of Certificates evidencing, in the aggregate, not less
than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by either party
in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, 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, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses or liabilities
as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant
to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer Termination
Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting the investigation;


 


(vi)        each
of the Trustee and 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 selected by it with due care;


 


(vii)       the
Certificate Administrator shall not be liable for any loss on any investment of funds made by it pursuant to the terms of this
Agreement, provided, however, this clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely
in their respective commercial capacities and not in their respective capacities hereunder) of any liabilities with respect to
investments issued by such entity, as applicable, in their respective commercial capacities;


 


(viii)      neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder;


 


(ix)         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;


 


(x)          other
than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the Certificate
Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 


(xi)         except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement,


 






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or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities
are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the
groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers;
provided, however, the knowledge of employees performing special servicing functions shall not be imputed to employees
performing master servicing functions, and the knowledge of employees performing master servicing functions shall not be imputed
to employees performing special servicing functions;


 


(xii)         nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust; and


 


(xiii)       nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


Except as otherwise specifically
provided herein, 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, paying agent
and Authenticating Agent).


 


(b)          Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 


(c)          All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)          In
order to comply with 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 Banking Law”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly,
each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate
Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.         Neither
the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the
Certificates) shall


 






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not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make
no representation as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the
Certificates, the Trust Loan, the Companion Loan or of the Mortgage Loan or related documents except as expressly set forth
herein. The Trustee and the Certificate Administrator shall not be liable for any action or failure of any action by the
Depositor, the Servicer or the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any
time have any responsibility or liability for or with respect to the legality, validity or enforceability of any of the
Mortgages or the Mortgage Loan, or the perfection and priority of any of the Mortgages or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Trust Fund or its ability to generate the payments to
be distributed to Certificateholders under this Agreement, including, without limitation, the existence, condition and
ownership of the Property; the existence and enforceability of any hazard insurance thereon; the validity of the assignment
of the Mortgage Loan to the Trust; the performance or enforcement of the Mortgage Loan (other than with respect to the
Servicer or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer, respectively,
pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer, as
applicable, hereunder); the compliance by the Depositor, the Borrower, the Servicer and the Special Servicer with any
warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or
representation made under this Agreement or in any related document prior to the Trustee’s receipt of notice or other
discovery of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the
Servicer or the Special Servicer or any loss resulting therefrom (other than investments made with the Trustee or the
Certificate Administrator in its commercial capacity); the failure of the Servicer, the Special Servicer or any sub-servicer
to act or perform any duties required of it hereunder; or any action by the Trustee or the Certificate Administrator taken at
the direction of the Servicer or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume
the duties of the Servicer or the Special Servicer); provided, however, that the foregoing shall not relieve
the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties under this Agreement.
Except with respect to a claim based on either the Trustee’s or the Certificate Administrator’s negligent action,
negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with respect to any
particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates, the
Mortgages, the Property or the Mortgage Loan or assignment thereof against the Trustee or the Certificate Administrator, as
applicable, in its respective individual capacity, and neither the Trustee nor the Certificate Administrator shall have any
personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such
claim, and any such claim shall be asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity as
provided in this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statements in any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee,
the Trustee shall have become the successor Servicer or Special Servicer). Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of
the proceeds of such Certificates or for the use or application of any


 






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funds paid to the Servicer or the Special Servicer, as
applicable, in respect of the Mortgage Loan deposited into or withdrawn from the Collection Account or any account maintained
by or on behalf of the Servicer or the Special Servicer (except to the extent that any such account is held by the Trustee or
the Certificate Administrator in its commercial capacity), or for investment of such amounts (other than, and to the extent
of, investments made with the Trustee or the Certificate Administrator in its commercial capacity).


 


The Trustee and the Certificate
Administrator, by reason of the action or inaction of a responsible officer of officers of the Trustee or the Certificate Administrator,
as applicable, nor any of their its directors, officers, members, managers, partners, employees, Affiliates or agents shall have
no liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect
the Trustee, the Certificate Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian,
paying agent or 17g-5 Information Provider) or any such Person against any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence of the Trustee, the Certificate Administrator (including in its capacity as Certificate
Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information Provider) or any such Person, as applicable or by
reason of negligent disregard of the Trustee, the Certificate Administrator or any such Person, as applicable, of its obligations
and duties hereunder. The Trustee, the Certificate Administrator in each of its capacities under this Agreement and any of their
respective directors, officers, members, managers, partners, employees, agents, Affiliates or Controlling Persons shall be indemnified
by the Trust pursuant to Section 3.4(c) out of amounts on deposit in the Collection Account, and held harmless against any loss,
liability, claim, demand or expense (including reasonable legal fees and expenses) incurred in connection with any legal action
or other claims, losses, penalties, fires, foreclosures, judgments or liabilities relating to or related to the Trustee’s
or the Certificate Administrator’s performance of their respective powers and duties under this Agreement (including, without
limitation, performance under Section 8.1 hereof); provided, however, that this provision shall not protect
the Trustee, the Certificate Administrator or any such Person against any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence of the Trustee, the Certificate Administrator or any such Person or by reason of
negligent disregard of the Trustee, the Certificate Administrator or any such Person, as applicable, of its obligations and duties
hereunder as determined by a court of competent jurisdiction. The indemnification provided hereunder shall survive the resignation
or removal of the Trustee or the Certificate Administrator and the termination of this Agreement. Notwithstanding anything herein
to the contrary, the Trustee shall be responsible for its acts or failure to act as the Servicer and/or the Special Servicer (in
accordance with Accepted Servicing Practices) during the time and to the extent the Trustee is serving as Servicer to the same
extent that the Servicer or Special Servicer would be liable for the Servicer’s or Special Servicer’s, as applicable,
acts or failure to act under the terms of this Agreement.


 


8.4.         Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual or
any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 






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8.5.          Trustee’s
and Certificate Administrator’s Fees and Expenses. (a) The Trustee and the Certificate Administrator shall
be entitled to the Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents
the Trustee Fee, which is payable to the Trustee), payable pursuant to Section 3.4(c). The Certificate Administrator
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set
forth herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and
performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. The Trustee and the
Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred
or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this
Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided
such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC
Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad
faith or which is expressly the responsibility of a Certificateholder or Certificateholders hereunder, all of which
reimbursements to be paid from amounts on deposit in the Collection Account pursuant to Section
3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to
perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses so long as
payment of such fees and expenses are reasonably assured to it. The Trustee and the Certificate Administrator shall provide
the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with
the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of
this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties
hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


(b)          Each of the Depositor,
the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only, an “Indemnifying Party”)
shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and the Certificate
Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors, officers, employees and agents
of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section 8.5(b)
only, an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified
Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective willful
misconduct, bad faith, fraud or negligence in the performance of each of its respective duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder (including in the case of the Servicer, any agent of the Servicer
or sub-servicer).


 






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(c)          Each of the Certificate
Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent, paying agent and 17g-5 Information
Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c) only, an “Indemnifying
Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer and the Special Servicer and their respective
Affiliates and each of the directors, officers, employees and agents of the Servicer and the Special Servicer and their respective
Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified Party”), and hold each of
them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including,
without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between
the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from
the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder
or by reason of negligent disregard of its obligations and duties hereunder.


 


8.6.          Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and
the Certificate Administrator hereunder shall at all times be a corporation, association or 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, which has, a combined capital and surplus of at least $50,000,000 and
a rating on its unsecured long term debt of at least (w) “A2” by Moody’s (provided, however, that
the Trustee may maintain a rating on its unsecured long term debt of at least “Baa2” by Moody’s for so long
as the Master Servicer is rated at least “A2” by Moody’s) and (x) “AA-” by S&P (or “A”
by S&P if the Trustee’s or the Certificate Administrator’s, as applicable, unsecured short term debt is rated
at least “A-1” by S&P), and is subject to supervision or examination by federal or state authority and shall not
be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the
Servicer and/or Special Servicer pursuant to Section 7.2). If a corporation, association or trust company publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for purposes of this Section 8.6 the combined capital and surplus of such entity 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 that the place of business from which
the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that
imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee
or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does
not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of this Section 8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately
in the manner and with the effect specified in Section 8.7.


 


(b)          The Certificate Administrator
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 covering the Certificate


 



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Administrator’s directors, officers and
employees in connection with its activities under this Agreement; provided that if the Certificate Administrator is not
rated at least “A2” by Moody’s and “A” or its equivalent by S&P, such applicable error and omissions
insurance policy must be rated at least “A2” by Moody’s and “A” by S&P. Such insurance policy
shall protect the Certificate Administrator against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered
Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities
having regulatory power over the Certificate Administrator. In the event that any such bond or policy ceases to be in effect, the
Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator
shall be entitled to self-insure with respect to such risks so long as the Certificate Administrator is rated at least “A2”
by Moody’s and “A” by S&P.


 


(c)          The Trustee 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 covering the Trustee’s directors, officers and employees in connection with
its activities under this Agreement; provided that if the Trustee is not rated at least “A2” by Moody’s
and “A” by S&P, such applicable error and omissions insurance policy must be rated at least “A2” by
Moody’s and “A” by S&P. Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement,
fraud, errors and omissions of such covered Persons. The amount of coverage shall be at least equal to the coverage that is required
by applicable governmental authorities having regulatory power over the Trustee. In the event that any such bond or policy ceases
to be in effect, the Trustee shall obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall
be entitled to self-insure with respect to such risks so long as the Trustee is rated at least “A” by S&P and Fitch.


 


8.7.          Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation to the
Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate
Registrar (if other than the Certificate Administrator), the Companion Loan Holder, the Trustee and the 17g-5 Information
Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b) and
after such posting by the 17g-5 Information Provider, to the Rating Agencies, and by mailing notice of resignation by first
Class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, not less
than sixty (60) days before the date specified in such notice when, subject to Section 8.8, such resignation is to
take effect, and (ii) acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the
Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon such notice
of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, and a
Rating Agency Confirmation is provided with respect to such appointment, which Rating Agency Confirmation shall be delivered
to the resigning Trustee or Certificate Administrator, and the successor Trustee or Certificate Administrator, as applicable.
If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as
applicable, may petition any court of competent jurisdiction for appointment of a successor Trustee or Certificate
Administrator, as applicable and any expenses associated with such petition shall be an expense of the Trust.


 






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Upon the resignation, assignment,
merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a successor, or
upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator shall
cooperate with any successor, as requested (i) to endorse the original executed Note for the Mortgage Loan (to the extent that
the original executed Note for the Mortgage Loan was endorsed to the outgoing Trustee or Certificate Administrator or), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders
of Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD 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 or Certificate Administrator), to assign such Mortgage Loan Documents to such successor, and such successor shall review
the documents delivered to it with respect to the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Note for the Mortgage Loan was not
endorsed to the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon its receipt of a request
for release in the form of Exhibit B hereto, deliver such Note to the Depositor or the successor Trustee, as requested,
and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Note is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Palisades
Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD or in blank; (c) if any other assignable
Mortgage Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator 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 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 Certificate Administrator
with respect to each Mortgage Loan, and certify in writing that, as to the 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


 


If at any time any of the following
occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation
by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially
default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator
shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate
Administrator or of either of their 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 then,
in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor
Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of
the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable,
so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who
has been a bona fide Certificateholder for at least six (6) months may, on


 



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behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment
of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall
become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided
in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately
and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders
as provided below within one (1) year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate,
not less than a majority of the Voting Rights of the outstanding Certificates, may at any time upon 30 days’ notice to the
Trustee or Certificate Administrator remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate
Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact
duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer
and Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete
set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment
by the successor Trustee or Certificate Administrator shall be given to the Companion Loan Holder, the Rating Agencies (through
the successor 17g-5 Information Provider’s website, as applicable) and the Initial Purchasers by the successor Trustee or
Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all
reasonable fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee or Certificate Administrator,
as applicable, in full.


 


Any resignation or removal of
the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


In the event of any resignation
or removal of the Trustee or the Certificate Administrator under this Agreement (other than a resignation of the Trustee that is
required solely due to a change in law or a conflict of interest arising after the Closing Date that is not waived by all of the
parties in conflict or is unwaivable), such resignation or removal shall be effective with respect to each of such party’s
other capacities hereunder (including, without limitation, such party’s capacities as Trustee, Custodian, Certificate Administrator,
Certificate Registrar and 17g-5 Information Provider, as the case may be).


 


8.8.          Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided in
Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making the representations
and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3 and Section
2.4, respectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall
become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance,
shall become fully vested with all the rights,


 



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powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or certificate administrator herein. The predecessor Certificate
Administrator shall deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File
and related documents and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor
Trustee or Certificate Administrator shall execute and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights,
powers, duties and obligations.


 


No successor Trustee or Certificate
Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance such successor
Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and a Rating Agency Confirmation
is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee or Certificate
Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special Servicer, the Borrower, the Initial
Purchasers and the Companion Loan Holder.


 


8.9.          Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which either 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 (i) such Person shall be eligible under the provisions of Section
8.6, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding and (ii) Rating Agency Confirmation shall have been delivered to such Person.


 


8.10.          Appointment
of Co-Trustee or Separate Trustee. (a) At any time or times, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Property may at the time be located or in which any action of the Trustee may be required to be performed
or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights
of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more individuals or corporations
to act as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Property,
to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly
with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Fund pursuant
to Section 3.4(c).


 


(b)          The Trustee shall execute,
acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate
trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or


 



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duties to such separate
trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Property or any part thereof,
and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers,
duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate
trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of this Agreement, except to the
extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed
by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee
may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority
to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to any applicable Property
and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted
by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee
unless and until a successor is appointed.


 


(c)          All provisions of this
Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply to each separate trustee
or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to the Trustee and Certificate Administrator
in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Administrator, Certificate
Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider, as applicable.


 


(d)          Every co-trustee and separate
trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following
provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt,
custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed by the Trustee and such co-trustee
or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations shall be exercised and performed by such co-trustee or trustees; (iii) no power hereby given
to, or exercisable by, any such co-trustee or separate trustee shall be exercised hereunder by such co-trustee or separate trustees
except jointly with, or with the consent of, the Trustee; and (iv) no trustee hereunder shall be personally liable by reason of
any act or omission of any other trustees hereunder.


 


If, at any time, the Trustee
shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments
and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing, the appointment
of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities
in any way or to any degree.


 






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(e)          Any request, approval
or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate
trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)          Notwithstanding any other
provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder,
and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.


 


8.11.          Appointment
of Authenticating Agent and Custodian. (a) The Certificate Administrator may appoint an agent or agents which shall be authorized
to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating Agent”),
and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and obligatory for all
purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this Agreement to the
authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate Administrator
by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating
Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia, authorized under such law to act as Authenticating
Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws to do trust business and
subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall be the Certificate
Administrator.


 


(b)          Any Person into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency
business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person shall be otherwise
eligible under this Section 8.11, without the execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


 


(c)          An Authenticating Agent
may resign at any time by giving at least thirty (30) days’ advance written notice thereof to the Certificate Administrator,
the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or the Special Servicer,
as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this


  



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Section 8.11, the Certificate
Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment by first class mail,
postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.


 


(d)          The Certificate Administrator
is hereby appointed as the initial Custodian.


 


8.12.          Indemnification
by Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable, severally and not
jointly, shall indemnify and hold harmless the Trust 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 Trust that arise out of or are
based upon (i) a breach by the Trustee or the Certificate Administrator (including in its capacity as 17g-5 Information Provider)
of its representations and warranties, as applicable, under this Agreement or (ii) negligence, bad faith or willful misconduct
on the part of the Trustee or the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar,
Authenticating Agent, paying agent and 17g-5 Information Provider), as applicable, in the performance of its obligations or its
negligent disregard of such obligations under this Agreement.


 


The Certificate Administrator
shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise
out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, 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, in the performance of such obligations or its negligent disregard of its obligations and duties
under this Agreement.


 


8.13.          Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution Date and
a voluntary prepayment or the payment at maturity by the Borrower of the Mortgage Loan or any portion thereof, the Certificate
Administrator shall report the amount of such prepayment or payment to the Depository based on information received from the Servicer
or the Special Servicer in reliance on notices received from the Borrower. In the event of any inconsistencies in payments or
prepayments made by the Borrower with the previously delivered notices by the Borrower, all costs and expenses incurred as a result
of a failure by the Borrower to make any such payments or prepayment, shall be paid by the Borrower in accordance with the Mortgage
Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator was consistent
with the information received from the Servicer or the Special Servicer. If the Borrower fail to do so, such costs and expenses
shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by the Trust
pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate Administrator, the
Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a result
of such inconsistencies. Notwithstanding the


 



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foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably
possible of any such inconsistencies.


 


8.14.          Access to Certain
Information.


 


(a)           The Certificate Administrator
shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator
with an Investor Certification substantially in the form of Exhibit K-2 hereto) and to the Office of the Comptroller of
the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Mortgage Loan or the assets of the Trust Fund that are in its possession or within its
control, including without limitation:


 


(i)          the
Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)         the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, and


 


(iii)        all
notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing
revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an
environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or
remediation.


 


Such access shall be afforded
without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


 


The Certificate Administrator
will provide copies of the items described in this Section 8.14(a) to the extent in its possession to, and upon reasonable
written request of the Certificateholders (other than a Certificateholder or Beneficial Owner that is a Privileged Person who provides
the Certificate Administrator with an Investor Certification in the form of Exhibit K-2 hereto). The Certificate Administrator
may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed
by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making
the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating
its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance
of their Certificates, will be deemed to have agreed to keep this information confidential.


 


(b)          The Certificate Administrator
shall make available to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator
with an Investor Certification in the form of Exhibit K-2 hereto), via the Certificate Administrator’s Website, the
following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format):


 






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(i)            The
following “deal documents”:


 


(A)          the Offering
Circular and any other disclosure document relating to the 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,
each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust Loan Purchase
Agreement and any amendments and exhibits hereto or thereto; and


 


(C)          the CREFC®
loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)      The following
“periodic reports”:


 


(A)          all Distribution
Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)          all CREFC®
Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate Administrator pursuant
to Section 3.18(a);


 


(iii)     The following
“additional documents”:


 


(A)          summaries of
Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all inspection
reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)          all Appraisals
delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)     The following
“special notices”:


 


(A)          any notice of
final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)          any notice of
termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);


 


(C)          any notice of
a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section
7.1(b);


 


(D)          any request
by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential Pay Certificates
to terminate the Special Servicer pursuant to Section 7.1(d);


 






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(E)          any notice of
resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee
or successor Certificate Administrator pursuant to Section 8.7;


 


(F)          any and all
Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s, the
Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be)
a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(G)          any Special
Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)         any amendment
to this Agreement pursuant to Section 11.1(c);


 


(I)          any annual statements
as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under Section 13.7;


 


(J)          any annual independent
public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section 13.9; and


 


(K)         notice of any
request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking into account the
application of the Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates) to terminate and
replace the Special Servicer; and


 


(L)          any notice sent
by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement Special
Servicer in the event that the Special Servicer becomes a Borrower Affiliate.


 


(v)     the “Investor
Q&A Forum” pursuant to Section 4.5(a); and


 


(vi)    solely
to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


The foregoing information shall
be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt.
The Certificate Administrator 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 such information is delivered or posted in error, the Certificate Administrator may remove it from
the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be deemed to have obtained
actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was
not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website,
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 with the terms of this Agreement, makes no representation or warranty
as to the


 



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accuracy or completeness of such information being made available, and assumes no responsibility for such information,
other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s
Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide a mechanism to notify each Person
that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the Certificate Administrator’s Website.


 


The 17g-5 Information Provider
shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered to
it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Palisades Center Trust
2016-PLSD” and an identification of the type of information being provided in the body of the email, or via any alternate
email 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
Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(ii)         any
environmental reports delivered by the Special Servicer under Section 3.12(e);


 


(iii)        any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(iv)        any
information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(b) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(b));


 


(v)        any
notice to the Rating Agencies relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation
as set forth in Section 3.27(a);


 


(vi)       any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);


 


(vii)       any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(viii)     any
and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special Servicer’s,
as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section
3.23(f);


 


(ix)        any
notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b);


 






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(x)         any
summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section
8.14(b); provided that the summary of such oral communications shall not attribute which Rating Agency the communication
was with;


 


(xi)        any
amendment to this Agreement pursuant to Section 11.1(c);


 


(xii)       notice
of final payments on the Certificates;


 


(xiii)      copies
of any amendments to the Trust Loan Purchase Agreement;


 


(xiv)      notice
of any amendments to the Trust Loan Purchase Agreement;


 


(xv)      the
Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xvi)      any
notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement
Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate.


 


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. (eastern time) or, if received
after 2:00 p.m., on the next Business Day by 12:00 p.m. 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, the
17g-5 Information Provider may remove it 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 posted
to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator.
Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification. 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. (eastern time) on such Business Day, or, if
received after 2:00 p.m. (eastern time), on the following Business Day. Questions regarding delivery of information to the 17g-5
Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com. In the event that any report,
statement, document, file or other data to be delivered to the 17g-5 Information Provider under this Agreement is too large in
its electronic form to be delivered via email, such report, statement, document, file or other data may be uploaded to an alternate
location provided by the 17g-5 Information Provider, and the party uploading such report, statement, document, file or other data
shall notify the 17g-5 Information Provider via email that such report, statement, document, file or other data has been so uploaded
and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


The 17g-5 Information Provider
shall provide a mechanism to promptly notify each NRSRO that has signed-up for access to the 17g-5 Information Provider’s
website in


 



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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. 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 M hereto. In connection with providing access to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website, and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.
The 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement,
makes no representation or warranty as to the accuracy or completeness of such information being made available, and assumes no
responsibility for such information. The 17g-5 Information Provider shall not be liable for failing to make any information available
to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above, with the proper subject
heading. Assistance in using the Certificate Administrator’s Website or the 17g-5 Information Provider can be obtained by
calling (866) 846-4526.


 


If any of the parties to this
Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services, as defined
in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage Loan (“Due Diligence
Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information
Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5
Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider
or from another party to this Agreement, promptly upon receipt thereof.


 


(c)          Each of the Servicer and
the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise
make available through its website or otherwise, any additional information relating to the Mortgage Loan, the Property or the
Borrower, for review by the Depositor, the Initial Purchasers, the Trustee, the Companion Loan Holder, the Certificate Administrator
and any other Persons who deliver an Investor Certification or confidentiality agreement in accordance with this Section 8.14(c),
and the Rating Agencies (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider
in accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”),
in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage Loan Documents.
Each of the Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto
any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for
the Depositor, the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a confidentiality
agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the
Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access
to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special
Servicer may require registration and the acceptance of a reasonable


 



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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 8.14(c) to current or prospective Certificateholders the form of confidentiality agreement used
by the Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any
other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other
Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein, an Investor Certification indicating that
such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating
a possible investment in Certificates and will otherwise keep such information confidential. 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 Servicer nor the
Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the 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 8.14(c) unless such information was produced by the Servicer
or Special Servicer, as applicable.


 


The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall be permitted to orally communicate with the Rating Agencies; 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 8.14(b) on the same
day such communication takes place; provided that the summary of such oral communications shall not be attributed to the
Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s
website in accordance with the procedures set forth in Section 8.14(b).


 


None of the foregoing
restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Servicer 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 Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of
the Servicer 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 Servicer’s or the Special Servicer’s, as
applicable, servicing operations in general; provided, that the Servicer or the Special Servicer, as applicable, shall
not provide any information relating to the Certificates or the Mortgage Loan to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) borrower, 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


 



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Information Provider’s Website or (z) the Rating Agency confirms in writing that it does not
intend to use such information in undertaking credit rating surveillance with regard to the Certificates.


 


In connection with the delivery
by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report, notice or
document for posting to the 17g-5 Information Provider’s Website pursuant to this Agreement, the Servicer or the Special
Servicer, as applicable, may, but is not obligated to, send such information, report, notice or other document to the applicable
Rating Agency or Rating Agencies (a) was previously provided to the 17g-5 Information Provider or (b) is simultaneously provided
to the 17g-5 Information Provider.


 


Each of the Servicer and the
Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless
the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling
persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses)
to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant
to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying Party’s
breach of (i) any obligation relating to the provision of information to the Rating Agencies set forth in the first paragraph of
Section 8.14(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.14(c), and
shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party
in connection with investigating or defending any such action or claim, as such expenses are incurred. The foregoing indemnity
obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6 and shall not be
construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 


9.          RESERVED


 


10.        TERMINATION


 


10.1.          Termination.
(a) The respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee created hereby (other than the obligation to make certain payments to the Companion Loan Holder, other than the
obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to
the extent set forth in this Agreement and other than the obligation of the Certificate Administrator to file final tax returns
for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period of time as
it maintains its own books and records, and the indemnification rights and obligations of the parties hereto) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article
10 following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage


 



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Loan pursuant to the Intercreditor Agreement or this Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the Trust 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 United States Ambassador to the Court of St. James’s, living on the date hereof.


 


(b)          On the final Distribution
Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other than the Certificateholders,
shall be applied generally as described in Section 4.1.


 


(c)          Notice of any termination,
specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders
of any Class may surrender their Certificates to the Certificate Administrator for payment of the final distribution and cancellation,
shall be given promptly by the Certificate Administrator by letter to Certificateholders mailed as soon as practicable specifying
(A) the final Distribution Date upon which final payment of the Certificates shall be made upon presentation and surrender of Certificates
at the office or agency of the Certificate Administrator therein designated, (B) the amount of any such final payment and (C) 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 office or agency of the Certificate Administrator therein specified.


 


10.2.          Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment on the
Mortgage Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the
Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to federal
income tax:


 


(i)          Within eighty-nine
(89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90-day liquidation
period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate Administrator
to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date in the final
tax return of each such REMIC;


 


(ii)          At or after
the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the Servicer
shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund; and


 


(iii)          At or
after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to the
Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed
to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as part of the Upper-Tier


 



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REMIC to be
distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) in
accordance with Section 4.1(a) and Section 4.1(g).


 


10.3.          Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS PROVISIONS


 


11.1.       Amendment.
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders:


 


(i)          to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;


 


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of the provisions of this
Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by (1) an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense of the Trust if the requesting
party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation is obtained;


 


(iv)        to
modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator
received an Opinion of Counsel (at the expense of the party requesting the amendment or if the requesting party is the Certificate
Administrator or the Trustee, at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect
in any material respect the interests of any holder of the Certificates;


 


(v)         to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that
the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 






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(vi)        to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto, as evidenced by an Opinion of Counsel or a Rating Agency Confirmation from each Rating Agency;


 


(vii)       to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation; provided, that any amendment or
supplement pursuant to this clause (vii) would not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto, as evidenced by Rating Agency Confirmation from each Rating Agency;


 


(viii)     
to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the
Servicer, the Certificate Administrator and the Trustee, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (B) such modification does not cause the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel and (C) Rating Agency Confirmation
is obtained from each Rating Agency; and


 


(ix)        to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate Administrator,
the 17g-5 Information Provider or the Trustee, unless such party consents thereto; provided, further that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in any Trust Loan Purchase Agreement or the obligations of the
Trust Loan Sellers under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust Loan Sellers as third
party beneficiaries hereunder, without the consent of the Trust Loan Sellers.


 


(b)         This Agreement may be
amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with
the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) 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 the Certificates; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on the Trust Loan which are required to be distributed on any Certificate,
(ii) alter in any manner the liens on any Collateral securing payments on the Trust Loan; (iii) alter the obligations of the Servicer,
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein,


 



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(iv) change the percentages of Voting
Rights or Percentage Interests of Certificateholders that are required to consent to any action or inaction under this Agreement;
(v) change in any manner any defined term used in any Trust Loan Purchase Agreement or the obligations of the Trust Loan Sellers
under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust Loan Sellers as third party beneficiaries
hereunder, without the consent of the Trust Loan Sellers, (vi) change in any manner the rights and/or obligations of the Companion
Loan Holder without the consent of the Companion Loan Holder or (vii) amend this Section 11.1.


 


It shall not be necessary for
the consent of Certificateholders under this Section 11.1 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.


 


Notwithstanding any contrary
provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to this
Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall be made to this Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


(c)          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 8.14(b), and thereafter, the Certificate Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder, the Trustee, the Depositor, the Servicer, the Special
Servicer, the Borrower, the Initial Purchasers and the Rating Agencies.


 


(d)          In the event that neither
the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall be effected with the
consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable, and, to the extent required
by this Section 11.1, the required Certificateholders.


 


(e)          The costs and expenses
associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations, shall be
borne by the party requesting such amendment (or, if such amendment is required by any of the Rating Agencies to maintain the rating
issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise relate solely to the
obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and, if neither
the Depositor nor any successor thereto is in existence, the Trust Fund).


 


11.2.          Recordation
of Agreement; Counterparts. (a) This Agreement or an abstract hereof, if acceptable by the applicable recording office, is
subject to recordation in all


 



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appropriate public offices for real property records in the county in which the Property subject
to the Mortgages is situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of the Certificateholders of the Trust.


 


(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.


 


11.3.          Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction. 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 SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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.


 


11.4.          Notices.
All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt
(except that notices to Holders of any


 



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Class of Certificates held in registered, definitive form shall be deemed to have been
given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Trustee, to:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19801

Attention: CMBS Trust JPMCC 2016-PLSD


 


With a copy to:



Facsimile: 302-636-4140

Email: cmbstrustee@wilmingtontrust.com


 


If to the Certificate Administrator,
to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Client Manager—PST 2016 PLSD

Facsimile: (410) 715 2380


 


or in the case of surrender, transfer
or exchange to:



Wells Fargo Bank, National Association

Certificate Registrar

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attn: CMBS Palisades Center Trust 2016-PLSD


 


If to the Depositor, to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Facsimile: 212-834-6029

Email: kunal.k.singh@jpmorgan.com


 


with a copy to:



Bianca A. Russo, Esq.

Managing Director & Associate General Counsel

383 Madison Avenue, 32nd Floor

New York, New York 10179


 






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Facsimile: (917) 464-6116

Email: russo_bianca@jpmorgan.com


 


If to the Servicer or the Special Servicer,
to:



If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086-120

550 S. Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPM 2016-PLSD Asset Manager

Facsimile: (704) 715-0036


 


with a copy to:



Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: JPM 2016-PLSD





			Fax Number: (704) 353-3190






			Email: stacy.ackermann@klgates.com



 


and for items regarding the Investor
Q&A Forum, to:



REAM_InvestorRelations@wellsfargo.com


 


and for any items relating to the Rating
Agency Q&A Forum/Document Request Tool, to:



RAInvRequests@wellsfargo.com


 






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If to the Special Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPM 2016-PLSD Special Servicing – Daniel Marthinsen

Facsimile: (704) 715-0055


 


with a copy to:



Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:



K&L Gates LLP

Hearst Tower, 214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: JPM 2016-PLSD





			Fax Number: (704) 353-3190






			Email: stacy.ackermann@klgates.com



 


If to JPMS, as an Initial Purchaser,
to:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate

Facsimile: 212-834-6754

Email: kunal.k.singh@jpmorgan.com


 


with a copy to:



Bianca A. Russo, Esq.

Managing Director & Associate General Counsel

383 Madison Avenue, 32nd Floor

New York, New York 10179

Facsimile: (917) 464-6116

Email: russo_bianca@jpmorgan.com


 


If to Barclays, as an Initial Purchaser,
to:


 






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			Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Facsimile No.: (646) 758-1700

Attention: Daniel Vinson, Managing Director

Email: Daniel.vinson@barclays.com



 


with a copy to:


 


Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Facsimile No.: (212) 412-7519

Attention: Steven Glynn, Legal Department

Email: steven.glynn@barclays.com


 


If to Drexel, as an Initial Purchaser,
to:


 


Drexel Hamilton, LLC

77 Water Street

New York, New York 10005

Attention: John D. Kerin, Director of Debt Syndicate

Facsimile: (646) 412-1500


 


If to Academy, as an Initial Purchaser,
to:


 


Academy Securities, Inc.

277 Park Avenue, 35th Floor

New York, New York 10172

Attention: Michael Boyd, Chief Compliance Officer

Facsimile: (646) 791-5945


 


If to any Certificateholder, to:



the address set forth in the Certificate Register


 


If to the Borrower: at the address therefor
set forth in the Mortgage Loan Agreement


 


or, in the case of the parties to this Agreement,
to such other address as such party shall specify by written notice to the other parties hereto.


 


11.5.          Notices
to the Rating Agencies. Any notices or documents required to be delivered to the Rating Agencies under this Agreement and
any other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies from any party hereto to
the extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to the Rating
Agencies at the addresses set forth below; provided, however, that such other information is first provided to the
17g-5 Information Provider in accordance with the


 



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procedures set forth in
Section 8.14(b); provided, further, that responses, information, reports and communications with respect to
any Rating Agency Inquiry conducted or submitted on the Rating Agency Q&A Forum and Document Request Tool shall not be required
to be delivered to the 17g-5 Information Provider. The 17g-5 Information Provider shall not disclose which Rating Agency has requested
such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer
Termination Event or Special Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating
by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies shall
be sent to the following addresses:



Standard & Poor’s Ratings Services

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com 


 


Moody’s Investors
Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance          


 


11.6.          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, to the extent permitted by applicable law, 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.


 


11.7.          Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take
any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise
control the operation and management of the Trust Fund, 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 Certificateholders be under any liability to any third party by reason of
any action by the parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of this
Agreement or the Certificates to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement, unless such Holder previously shall have given to the Trustee a


 



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written notice of a Servicer Termination Event
or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless
the Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates shall also 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 reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood and intended, and being 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 whatever by virtue or by availing itself or themselves of any provisions of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder except as provided herein or therein with respect to entitlement to payments or to
enforce any right under this Agreement or the Certificates, except in the manner herein provided and for the common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


11.8.      Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust Fund, that
the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the Certificates,
upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.


 


11.9.      Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10.    No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties
hereto.


 


11.11.    Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Certificate Administrator and, where required, to the Depositor, the Trustee, the Servicer or the Special
Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any


 



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purpose of this Agreement and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer
and the Special Servicer if made in the manner provided in this Section.


 


(b)         The fact and date of the
execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate
Administrator deems sufficient.


 


(c)         Any request, demand, authorization,
direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special Servicer in reliance thereon, whether
or not notation of such action is made upon such Certificate.


 


(d)         The Certificate Administrator
may require additional proof of any matter referred to in this Section as it shall deem reasonably necessary.


 


11.12.    Successors
and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to Sections 6.2,
6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties hereto. This
Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party to this Agreement,
the Initial Purchasers and any Certificateholder shall have any rights with respect to the enforcement of any of the rights or
obligations hereunder. Without limiting the foregoing, the parties to this Agreement specifically agree that (i) the Trust Loan
Sellers shall be a third-party beneficiary of this Agreement with respect to any provisions relating to the Trust Loan Sellers,
(ii) unless it is a Borrower Affiliate, the Companion Loan Holder shall be a third-party beneficiary of this Agreement with respect
to the rights afforded it under this Agreement, (iii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party
beneficiary of this Agreement with respect to its rights under Article 13, and (iv) no Borrower Affiliate is an intended third-party
beneficiary of this Agreement.


 


11.13.    Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as Authenticating
Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant
to the terms of this Agreement.


 


11.14.    Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the New
York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not have any effect,
and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed
by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the
provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions of
Article 4-A of the New York Real Property Law, such mandatory


 



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provisions of said Article 4-A shall prevail, provided that
if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or
be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further
effect upon the provisions of this Agreement.


 


11.15.     Assumption
by Trust of Duties and Obligations of the Trust Loan Sellers Under the Mortgage Loan Documents. The Trustee and the Certificate
Administrator on behalf of the Trust as assignee of the Mortgage Loan and the Servicer and Special Servicer hereby acknowledge
that the Trust assumes all of the rights and obligations of the Trust Loan Sellers as lenders under the Mortgage Loan Documents
and agrees to be bound thereby, and in accordance with the terms thereof.


 


11.16.    Grant
of a Security Interest. 


 


The Depositor intends that the conveyance of the Depositor’s right, title and interest in and
to the Mortgage Loan pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest
in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation,
the Mortgage Loan, all principal and interest received or receivable with respect to the Mortgage Loan (other than payments of
interest due and payable prior to the Closing Date and principal payments received prior to the Closing Date), all amounts held
from time to time in the Collection Account, the Distribution Accounts, and, if established, the Foreclosed Property Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds
of any title, hazard or other insurance policies related to the Mortgage Loan and (ii) this Agreement shall constitute a security
agreement under applicable law. This Section 11.16 shall constitute notice to the Trustee pursuant to any of the requirements
of the applicable UCC.


 


11.17.    Cooperation
with the Trust Loan Sellers with Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Trust Loan
Sellers and the Depositor be able to obtain the benefit of any sections of the Mortgage Loan Agreement or securitization
cooperation agreement related to indemnification of the lender and/or its affiliates with respect to the securitization of
the Mortgage Loan, including without limitation the provisions of Section 9.2 of the Mortgage Loan Agreement (collectively,
the “Indemnification Sections”). Therefore, the Depositor, the Servicer, the Special Servicer, the
Certificate Administrator and the Trustee hereby agree to cooperate with the Trust Loan Sellers and the Depositor with
respect to the benefits of the Indemnification Sections, but no other portion of the Mortgage Loan Documents, to permit the
Trust Loan Sellers, the Depositor and their affiliates to enforce such provisions for their respective benefits.


 


12.          REMIC
ADMINISTRATION


 






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12.1.          REMIC
Administration. (a) The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and that
the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC, and the
provisions hereof shall be interpreted consistently with this intention.


 


(b)          The Certificate Administrator
shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC to treat the segregated
pool of assets constituting such REMIC as a REMIC under the Code. Each such election shall be made on IRS Form 1066 or other appropriate
federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are
issued.


 


(c)          The Closing Date is hereby
designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning
of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates and the Uncertificated
Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the later Rated Final Distribution Date.


 


(d)          The Certificate Administrator
shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall timely sign) and file or
cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer
identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means. Within thirty days of the
Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise
may be required by the Code, the name, title and address of the Persons that Holders of the Certificates may contact for tax information
relating thereto (and the Certificate Administrator shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier
REMIC for this purpose), together with such additional information as may be required by such Form, and shall update such information
at the time or times and in the manner required by the Code (and the Depositor agrees within ten (10) Business Days of the Closing
Date to provide any information reasonably requested by the Servicer or the Certificate Administrator and necessary to make such
filing).


 


(e)          The Certificate Administrator
shall pay without any right of reimbursement the ordinary and usual expenses in connection with the preparation, filing and mailing
of tax information reports and returns that are incurred by it in the ordinary course of its business, but extraordinary or unusual
expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation
any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust Fund.


 


(f)          The Certificate Administrator
shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign (and the Trustee shall timely
sign), and the Certificate Administrator shall file or cause to be filed all federal, state and local income or franchise or other
tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the direct representative for such REMIC.
Except as provided in Section 12.1(e), the expenses of preparing and filing such returns shall be borne by the


 



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Certificate
Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator or its designee such information
with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession, and is reasonably requested by the
Certificate Administrator to enable it to perform its obligations under this subsection, and the Certificate Administrator shall
be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)          The Certificate Administrator
shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other tax compliance duties
that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the IRS
or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide (i) to the IRS or other
Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified Organization or to an agent that
has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary for the application
of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to the Certificateholders
such information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide on a timely basis (and
in no event later than 30 days after the Certificate Administrator’s request) to the Certificate Administrator or its designee
such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession and is reasonably
requested in writing by the Certificate Administrator to enable it to perform its obligations under this subsection.


 


(h)          The Holder of the Class
R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person and the “partnership representative”
(within the meaning of Code Section 6223, to the extent such provision is applicable to the Upper-Tier REMIC and the Lower-Tier
REMIC) of the Upper-Tier REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties of the
Tax Matters Person and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby delegated
to the Certificate Administrator as agent for the Tax Matters Person and “partnership representative.” The Class R
Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such
Class R Certificates, to the irrevocable appointment of the Certificate Administrator as the agent of the Class R Certificateholders
to perform all of the duties of the Tax Matters Person and “partnership representative” for the Upper-Tier REMIC and
the Lower-Tier REMIC.


 


(i)          The Certificate Administrator,
the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their obligations under this Agreement
and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)          The Certificate Administrator,
any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action or cause either the Lower-Tier
REMIC or the Upper-Tier REMIC to take any action, within their respective control and the scope of their specific respective duties
under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i) endanger the status of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted under Section 12.2(a), result in the


 



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imposition of a tax
upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited to the tax on prohibited transactions as defined
in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) (any such result in clause
(i) or (ii), an “Adverse REMIC Event”) unless (A) the Certificate Administrator and the Servicer have received
a Nondisqualification Opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit
of the Certificateholders) with respect to such action or (B) the Certificate Administrator and the Servicer have received an opinion
(at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders)
to the effect that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC
and that no tax will actually be imposed.


 


(k)          Any and all federal, state
and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions, including, without limitation,
“prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on contributions imposed by Section
860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer, upon two (2) days prior written
notice, shall remit from the Collection Account to the Certificate Administrator the amount of any such tax that the Certificate
Administrator notifies the Servicer is due; provided, further, if such taxes shall have been imposed on account of
the willful misconduct, bad faith or negligence of any party hereto, or in connection with the breach of any representation or
warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)          The Certificate Administrator
shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC and the Upper-Tier REMIC
on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein or in the Mortgage Loan Documents
(but subject to Section 1.3), all amounts collected on the Mortgage Loan shall, for federal income tax purposes, be allocated
first to interest due and payable on the Mortgage Loan (including interest on overdue interest) other than Default Interest. The
books and records must be sufficient concerning the nature and amount of the investments of the Lower-Tier REMIC and the Upper-Tier
REMIC to show that such REMIC has complied with the REMIC Provisions.


 


(m)          None of the Certificate
Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which either the Lower-Tier
REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)          In order to enable the
Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the
Certificate Administrator within ten (10) days after the Closing Date, all information or data that the Certificate Administrator
reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without
limitation, the yield, issue prices, pricing prepayment assumption (which shall be 0% CPY (as defined in the Offering Circular))
and projected cash flows of the Regular Certificates and the Class R Certificates, as applicable, and the projected cash flows
on the Mortgage Loan. Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate
Administrator, promptly upon request therefor, any such additional information or data that the Certificate Administrator may,
from time to time, reasonably request in order to enable the Certificate Administrator to perform


 



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its duties as set forth herein.
The Certificate Administrator is hereby directed to use any and all such information or data provided by the Trustee, the Depositor,
the Servicer and the Special Servicer in the preparation of all federal, state or local income, franchise or other tax and information
returns and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders as required herein. The Depositor
hereby indemnifies the Certificate Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator
arising from any errors or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from
any failure of the Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator
(but not resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications
shall survive the termination of this Agreement and the termination of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


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 Code Section 6221 (or successor provisions) to either the Lower-Tier
REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier REMIC or the Upper-Tier REMIC under Code Section
6225 (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed
on any Holder of a Class R Certificate, past or present. A Holder of any Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


12.2.          Foreclosed
Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed
Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned
and operated by the Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from
such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c)
of the Code and subject to tax at normal corporate income tax rates.


 


In determining whether to acquire
and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances
into account and shall only acquire such Foreclosed Property if it determines, in its reasonable judgment (after, consultation
with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method of administering
such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii)
the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after


 



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taking into account any
such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the
Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.
If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would
not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement or replace the Manager
with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed Property
would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the Special
Servicer determines that it is in the best interests of Certificateholders on a net after-tax basis to operate the Foreclosed Property
in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income
from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such
records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid
or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient,
from the Collection Account pursuant to Section 3.4(c)(x).


 


Without limiting the generality
of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)          permit
the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed 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 the Foreclosed 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 improvements was completed before default on the Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)        Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)          The Special Servicer,
acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value
in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder,
shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year
following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the Trustee, has received (or
has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or an
opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period will
neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F
of the Code, nor cause the Upper-Tier REMIC or the


 



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Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining
any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the Trustee, has received
(or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee hereunder, shall continue to
attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended
Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special
Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or
if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting
on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer
shall, before the end of the above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property
to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices.


 


(c)          Within thirty (30) days
of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee
a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in
foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price
and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date,
and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


12.3.      Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale or disposition of
the Mortgage Loan at a time when the Mortgage Loan is not the subject of a breach of a representation or is not in default or
default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or insolvency
of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation” as defined in
Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed
Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for gain, nor receive any
amount representing a fee or other compensation for services, nor accept any contributions to either the Lower-Tier REMIC or the
Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup Day), unless it has received
an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition,
substitution or acceptance will not (a) affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC, or of the Certificates as representing regular interests therein, (b) affect the distribution of interest or principal
on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to either the Lower-Tier REMIC or the
Upper-Tier REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to be subject to a tax on “prohibited transactions” or “prohibited contributions” pursuant to the
REMIC Provisions.


 


12.4.          Indemnification with
Respect to Certain Taxes and Loss of REMIC Status.


 






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(a)          If either the Lower-Tier
REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax
as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set forth herein,
or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate
Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor
for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special
Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


(b)          If either the Lower-Tier
REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax
as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set
forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties
thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all losses
resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable
for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the
Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor
or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing
shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or
in equity.


 


13.          EXCHANGE ACT REPORTING
AND REGULATION AB COMPLIANCE


 


13.1.          Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement
is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor
shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley
Act. 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 reasonable requests made by the Depositor, or any Other
Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB. In connection with the Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate
Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable,


 



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to deliver to the Depositor or Other
Depositor, 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 available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable,
to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of
the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in
order to effect such compliance.


 


13.2.       Succession;
Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection with the succession
to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer
and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the
Servicer and Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether
such succession involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an
appointment under Section 7.1 or 7.2, in which case the successor servicer or successor special servicer, as applicable,
shall provide) to any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior
to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement (and as long as such notice is not given by a successor servicer or successor
special servicer appointed under Section 7.1 or 7.2), and otherwise no later than one (1) Business Day after such
effective date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to each such Other Depositor, all information relating to
such successor servicer reasonably requested by any such Other 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).


 


(b)          For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the Special Servicer,
any Sub-Servicer and the Certificate Administrator (each of the Servicer, the Special Servicer and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 13.2(b) and Section 13.2(c), a “Servicing Party”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall
promptly upon request provide to any Other Depositor as to which the applicable Companion Loan is affected, a written description
(in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing
Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function
Participant to comply with the


 



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provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as
if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case
of each Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to obtain from such Sub-Servicer)
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to
be delivered by such Subcontractor under Section 13.8 and Section 13.9 of this Agreement, in each case, as and when
required to be delivered.


 


(c)          For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing, if a Servicing
Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicing Party
shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of
Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicing
Party 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, and the engagement of such Sub-Servicer shall not be effective
unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which
the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement (other
than such agreements set forth on Exhibit S hereto) shall be effective until five (5) Business Days after such written notice
is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain all information
reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to which the applicable
Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other
Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 


(d)          For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession to the Trustee
or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate Administrator may be
merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator, the Trustee
or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10) Business Days
prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law or
any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement) and shall
furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably
satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing
Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


13.3.          Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (and shall cause
(or, in


 





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the case of each Sub-Servicer set forth on Exhibit
W, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized
thereby to) reasonably cooperate with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s
reporting requirements under the Exchange Act.


 


13.4.          Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than
noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on Exhibit
S to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer
or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer
in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit
S to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit V to this Agreement. The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.


 


13.5.          Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
no later than March 1, commencing in March 2017, (i) the parties listed on Exhibit T to this Agreement shall be required
to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such
Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit
T to this Agreement applicable to such party, and (ii) the parties listed on Exhibit T to this Agreement shall include
with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each
Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor
of such party to


 



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the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached as Exhibit V to this Agreement. The Certificate Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit T to this Agreement of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


13.6.          Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item
1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the
occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using
commercially reasonable efforts), but in no event later than the close of business (New York City time) on the second
Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit U to this Agreement
shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer
set forth on Exhibit W, shall use commercially reasonable efforts to cause such Servicing Function Participant to
provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other Exchange Act
Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in
EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed
upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K
Disclosure Information described on Exhibit U to this Agreement as applicable to such party, if applicable, and (ii)
the parties listed on Exhibit U to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
W, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent
required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
hereto as Exhibit V. The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information.


 


13.7.          Annual
Compliance Statements. On or before March 1 of each year, commencing in 2017, each of the Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of the Mortgage Loan), the Certificate Administrator and the Trustee
(provided, however that the Trustee shall not be required to deliver an assessment of compliance with respect to
any period during which there was no Applicable Servicing Criteria applicable to it), at its own expense, shall furnish (and each
such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit W with
which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of
such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing
Function Participant and each of the Servicer, Special Servicer and the Certificate


 



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Administrator, a “Certifying Servicer”)
to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the
Depositor and the Companion Loan Holder (or, in the case of the Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer
thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such
Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has
fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, 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. For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate,
the Depositor (and, in the case of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related
Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship
with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder
or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section
apply to each such Certifying Servicer that serviced the Trust Loan or the Companion Loan during the applicable period, whether
or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.
Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged
Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant
to Section 8.14(b).


 


13.8.          Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing in 2017, the
Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan),
the Certificate Administrator and the Trustee (provided, however that the Trustee shall not be required to deliver
an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it),
each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a
Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage
Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the Trustee and any Servicing
Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the
17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s
Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holder (or, in
the case of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party), a report on an assessment of


 



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compliance with the Applicable Servicing Criteria that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement
that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess
compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable
Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of
noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and
(D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants
has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria
as of and for such period. The Certificate Administrator shall provide copies of all compliance reports delivered pursuant to
this Section 13.8 to any Certificateholder upon the written request therefor and submission of an Investor Certification
in the form of Exhibit K-1.


 


Each such report shall be addressed
to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall
address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review each such report
and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the
Applicable Servicing Criteria.


 


(b)         On the Closing Date, the
Servicer, the Special Servicer and the Certificate Administrator each acknowledge and agree that Exhibit L to this Agreement
sets forth the Applicable Servicing Criteria for such party.


 


(c)         No later than 30 days
after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify the Certificate
Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of each Servicing
Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer, the Special Servicer
and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate
Administrator submit their assessments pursuant to Section 13.8(a) of this Agreement, such parties, as applicable, will
also at such time include the assessment (and related attestation pursuant to Section 13.9) of each Servicing Function Participant
engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)         In the event the Servicer,
the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide,
and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth on Exhibit W, shall
use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the
Special Servicer


 



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and the Certificate Administrator shall, with respect to any Servicing Function Participant that resigns or is
terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment
of compliance pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in respect of
the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement or the period of time that
the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.       Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2017, the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee (provided, however that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria
applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the
Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) a registered public accounting firm (which may also render other services to the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee 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 Certificate Administrator
(who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the Depositor, the Companion
Loan Holder (or, in the case of the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained a representation regarding certain matters
from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with
the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as
to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated in all material
respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing
Criteria. 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 accountant’s attestation report required hereunder shall be made
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available
for general use and not contain restricted use language. Copies of all statements delivered pursuant to this Section 13.9
shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s
Website pursuant to Section 8.14(b).


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function


 



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Participant, the Depositor and each Other
Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee as to the nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Trust Loan or
the Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub-servicing agreement.


 


13.10.    Significant
Obligor. With respect to any Mortgaged Property that secures the Companion Loan that the applicable Other Depositor has notified
the Master Servicer and 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 Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such
“significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from
the Mortgagor or Special Servicer, beginning with the first calendar quarter following receipt of such notice from the Other Depositor,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor,
on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor” NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI
Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing 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 calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statements.


 


13.11.    Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee shall provide (and with respect to any
other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person
who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying Person”)
no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if
March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement
as Exhibit Z-1, Exhibit Z-2, Exhibit Z-3 or Exhibit Z-4, as applicable, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying
Person, “Certification Parties”) can reasonably rely. In the event any Reporting Servicer is terminated or
resigns pursuant to the terms of this Agreement, or any applicable sub-servicing


 



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agreement or primary servicing agreement,
as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section
13.11 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.


 


13.12.     Indemnification.
For so long as the other Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless the Depositor, each Other Depositor
and any employee, director or officer of the Depositor or any Other Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such indemnified
party arising out of (i) an actual breach by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, of its obligations under this Article 12, (ii) negligence, bad faith or willful misconduct on the part of
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, in the performance of such obligations
or (iii) delivery of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.


 


The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not a Sub-Servicer
set forth on Exhibit W (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer set
forth on Exhibit W, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify
and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor
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 indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing agreement, (ii) negligence, bad faith or willful misconduct its part in the performance of such
obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b)) to identify a Servicing Function Participant
pursuant to Section 3.2(c) or (d) delivery of any Deficient Exchange Act Deliverable regarding such party and delivered
by or on behalf of such party.


 


If the indemnification provided
for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor, any
Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified 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 this Article 13 (or breach of its obligations under the applicable sub-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.


 






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The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not a Sub-Servicer
set forth on Exhibit N (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer set
forth on Exhibit N, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to
the foregoing indemnification and contribution obligations. This Section 13.11 shall survive the termination of this Agreement
or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 


13.13.          Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 10.1 of this Agreement for purposes of complying
with Regulation AB, the Act or the Exchange Act 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 Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


13.14.          Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any
Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13; provided that such termination shall not be effective until
a successor Certificate Administrator shall have accepted the appointment.


 


13.15.          Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing
Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement (without compensation,
termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer to any deliver
any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated
by this Article 13 and (ii) promptly notify the Depositor and any Other Depositor following any failure of the applicable
Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article 13. The Depositor and any Other Depositor is hereby authorized to exercise the
rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and any Other Depositor
to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate Administrator or the
Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


13.16.          Notification
Requirements and Deliveries in Connection with Securitization of the Companion Loan. (a) Any other provision of this Article
13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article
13, in connection with the requirements contained in this Article 13 that provide for the delivery of information and
other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization
Trust that includes the Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such
Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange Act Reporting Party of such
Other Securitization Trust has provided each party hereto


 



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with not less than 30 days written notice (which shall only be required
to be delivered once and each party shall be entitled to rely on such notice), setting forth the contact information for such
Person(s) and, except as regards the deliveries and cooperation contemplated by Section 13.7, Section 13.8 and Section
13.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are
requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange
Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable cost and expense of the
Servicer, Special Servicer, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act
Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm in good faith with the
Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified
in this Article 13 to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior
to providing any of the reports or other information required to be delivered under this Article 13 in connection therewith
and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article 13 with
respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver
such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated
by Section 13.7, Section 13.8 and Section 13.9 of this Agreement. Such confirmation shall be deemed given
if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to
the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate
party hereto receives such written statement. The parties hereunder shall also have the right to require that such Other Depositor
provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other parties to the
Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each of the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request given in accordance
with the terms of Section 13.16(a) above, and subject to a right of the Servicer, Special Servicer, the Certificate Administrator
or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion Loan Holder to use such party’s
description contained in the Offering Circular (updated as appropriate by the Servicer, the Special Servicer, Certificate Administrator
or Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating to
any securitization of the Companion Loan.


 


(c)          The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance with the terms
of Section 13.16(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be
paid by the requesting party) to the Other Depositor and any underwriters with respect to any securitization transaction that includes
the Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the updated description
referred in Section 13.16(b) with respect to such party, substantially identical to those, if any, delivered by the Servicer,
the Special Servicer, the Trustee or the Certificate


 



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Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust
(updated as deemed appropriate by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective
legal counsel, as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of the
Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


[SIGNATURE PAGE FOLLOWS]


 






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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 as of the day and year
first above written.




	 	 	 	 
	 	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name: 	 Dwayne McNicholas
	 	 	Title:	 Vice President






	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	(Servicer)
	 	 
	 	By:	/s/ Joseph Newell III
	 	 	Name:	 Joseph Newell III
	 	 	Title:	 Director




	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	(Special  Servicer)
	 	 
	 	By:	/s/ Joseph Newell III
	 	 	Name:	 Joseph Newell III
	 	 	Title:	 Director














	 	 	 	 






	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	(Certificate Administrator)
	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:	 Stacey Gross
	 	 	Title:	 Vice President


  


PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT


 



     


     

    







 


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	(Trustee)
	 	 
	 	By:	/s/ Clarice Wright
	 	 	Name:	 Clarice Wright
	 	 	Title:	 Assistant Vice President





 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT


 



     


     

    

 





	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 







 


On this 29th day
of April 29, 2016, before me, the undersigned, a Notary Public in and for the State of NEW YORK, duly commissioned and sworn,
personally appeared DWAYNE MCNICHOLAS, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he
resides at NEW YORK; that s/he is the VICE PRESIDENT of J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation,
the entity described in and that executed the foregoing instrument as Vice President of such corporation; and that s/he signed
her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Michael A. Cuomo
	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	MICHAEL A. CUOMO
	 	Notary Public, State of New York
		Qualified in New York Country
	My Commission expires:	No. 02CU6268078
	 	My Commission Expires August 27, 2016



 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT

 



     


     

    

 


 





	STATE OF NORTH CAROLINA)	 	 
	 	ss:	
	COUNTY OF MECKLENBURG)		 





 


On this 22 day of April
 2016, before me, the undersigned, a Notary Public in and for the State of North Carolina, duly commissioned and sworn,
personally appeared Joseph Newell III, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he resides at Charlotte; that s/he is the Director of Wells Fargo Bank,
National Association, a national banking association, the entity described in and that executed the foregoing instrument; and
that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf of such
entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	 	/s/ Erica L. Smith
	ERICA L. SMITH	 	NOTARY PUBLIC in and for
	NOTARY PUBLIC	 	State of N C
	Gaston County	 	 
	North Carolina 	 	 
	My Commission Expires 7/15/2015	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 



 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT

 



     


     

    

 





	STATE OF NORTH CAROLINA)	 	 
	 	ss:	
	COUNTY OF MECKLENBURG)		 





 


On this 22  day of April
 2016, before me, the undersigned, a Notary Public in and for the State of North Carolina, duly commissioned and sworn,
personally appeared Joseph Newell III, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he resides at Charlotte; that s/he is the Director of Wells Fargo Bank,
National Association, a national banking association, the entity described in and that executed the foregoing instrument; and
that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf of such
entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	 	/s/ Erica L. Smith
	ERICA L. SMITH	 	NOTARY PUBLIC in and for the
	NOTARY PUBLIC	 	State of N C
	Gaston County	 	 
	North Carolina 	 	 
	My Commission Expires 7/15/2015	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 



 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT

 



     


     

    

 





	STATE OF Delaware	)	 
	 	)	ss:
	COUNTY OF New Castle	)	 


 


On this 22nd day
of April 2016, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned and sworn, personally
appeared Clarice Wright, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he has offices
at 1100 North Market Street Wilmington, De 19890 and that s/he is the Assistant Vice President of Wells Fargo Bank, National Association,
a national banking association, the entity described in and that executed the foregoing instrument; and that s/he signed her/his
name thereto under authority of the board of directors of said entity and on behalf of such entity.


 





WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Christina Bader
	CHRISTINA BADER	NOTARY PUBLIC in and for the
	NOTARY PUBLIC	State of Delaware
	STATE OF DELAWARE	 
	MY COMMISSION EXPIRES MARCH 22, 2020	 
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 



 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT

 






     


     

    




 


 


	State of: Maryland	)	 
	 	)	ss:
	County of: Howard	)	 





 





On the 22nd day
of April, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross, known to me to be a Vice
President of Well Fargo Bank, N.A., one of the corporations that executed the within instrument, and also know to me to be
the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.


  





IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


  





	 	/s/ Amy Martin
	 	Notary Public
	 	 
	 	AMY MARTIN
	 	NOTARY PUBLIC
	 	ANNE ARUNDEL COUNTY
	 	MARYLAND
	 	My Commission Expires 2-22-2017



 

PALISADES
CENTER TRUST 2016-PLSD: TRUST AND SERVICING AGREEMENT

 



     


     

    

 




EXHIBIT A-1


 


FORM OF CLASS A CERTIFICATES


 


CLASS A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 


 



 


1     Temporary Regulation S Global Certificate legend.

 

2     Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.

 

3     Global
Certificate legend.


 



    Exhibit A-1-1


     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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
(“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) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF
REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND
DISPOSITION OF THE CERTIFICATES BY SUCH


 



    Exhibit A-1-2


     


    

 


PERSON WILL NOT CONSTITUTE OR OTHERWISE
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR
LAW).


 


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.


 



    Exhibit A-1-3


     


    

 


 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS A


 





	Pass-Through Rate: 2.712980%	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates: $229,100,000	 	Rated Final Distribution Date: April 2033
	 	 	 
	
        CUSIP: 69640GAA3

        ISIN: US69640GAA31

	 	Initial Certificate Balance of this Certificate: $[__]
	Common Code: 1386038734	 	 
	 	 	 
	CUSIP: U6970TAA4	 	 
	ISIN: USU6970TAA44	 	 
	Common Code: 1386041525	 	 
	 	 	 
	CUSIP: 69640GAB1	 	 
	ISIN: US69640GAB146	 	 
	 	 	 
	No.: A-[1]	 	 


 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of 8 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X-CP, Class X-NCP, Class B, Class
C, Class D and Class R Certificates (collectively with the Class A Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special


 


 



 


		4	For Certificate sold in reliance on Rule 144A only.


 

		5	For Regulation S Global Certificate only.


 

		6	For IAI Certificates.



 



    Exhibit A-1-4


     


    

 


Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day on the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Yield Maintenance Premiums and any other amounts allocable to the Class A Certificates for such Distribution
Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the


 



    Exhibit A-1-5


     


    

 


Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the
Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and
Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage


 



    Exhibit A-1-6


     


    

 


Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 


    Exhibit A-1-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-1-8


     


    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-1-9


     


    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-1-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:





 



    Exhibit A-1-11


     


    

 


EXHIBIT A-2


 


FORM OF CLASS X-CP CERTIFICATES


 


CLASS X-CP


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 


 



 


		1	Temporary Regulation S Global Certificate legend.


 

		2	Legend required as long as DTC is the Depository under
the Trust and Servicing Agreement.


 

		3	Global Certificate legend.



 



    Exhibit A-2-1


     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE PRINCIPAL BALANCES OF THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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 CLASS X-CP CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS


 



    Exhibit A-2-2


     


    

 


DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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.


 


    Exhibit A-2-3


     


    
 

PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS X-CP


 





	Pass-Through Rate: Variable
    IO4	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class
    X-CP Certificates: $388,500,0005	 	Rated Final Distribution Date: May 2018
	 	 	 
	CUSIP: 69640GAC9

    ISIN: US69640GAC96

    Common Code: 1386038496	 	Initial Notional Amount of this Certificate:
    $[__]
	 	 	 
	CUSIP: U6970TAB2	 	 
	ISIN: USU6970TAB27	 	 
	Common Code: 1386059147	 	 
	 	 	 
	CUSIP: 69640GAD7	 	 
	ISIN: US69640GAF288	 	 
	 	 	 
	No.: X-CP-[1]	 	 








 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class X-CP Certificates. The Trust Fund consists primarily of 8 promissory notes secured by
certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund
was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the


 


 



 


4     For any Distribution Date
from and including the Distribution Date in May 2016 to and including the Distribution Date in May 2018, the Pass-Through Rate
of the Class X-CP Certificates will be equal to the weighted average of the Class X Strip Rates for the Class A, Class B, Class
C and Class D Certificates (weighted on the basis of the Certificate Balances of the Class A, Class B, Class C and Class D Certificates,
in each case outstanding immediately prior to such related Distribution Date). For any Distribution Date after the Distribution
Date in May 2018, the Class X-CP Pass-Through Rate will be equal to 0%. The Pass-Through Rate of the Class X-CP Certificates for
the initial Distribution Date will be 0.965215%. Interest on the Class X-CP Certificates will be computed based upon the actual
number of days in each Certificate Interest Accrual Period and a 360-day year.


 


5     The
Notional Amount for the Class X-CP Certificates will equal the aggregate Certificate Balances of the Class A, Class B, Class C
and Class D Certificates.


 


6     For Certificate sold in reliance
on Rule 144A only.


 


7     For Regulation S Global Certificate
only.


 


8     For IAI Certificates.


 



    Exhibit A-2-4


     


    

 


acceptance hereof, assents to the terms,
provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing
Agreement are the Class A, Class X-NCP, Class B, Class C, Class D and Class R Certificates (collectively with the Class X-CP Certificates,
the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the related Certificate
Interest Accrual Period, 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 interest then distributable and any Yield Maintenance Premiums
and any other amounts, if any, allocable to the Class X-CP Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request
for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of


 



    Exhibit A-2-5


     


    

 


the designated transferee or transferees, one or more new Certificates
in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants


 



    Exhibit A-2-6


     


    

 


of Joseph P. Kennedy, the late United States Ambassador to the
Court of St. James’s, living on the date to the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 



    Exhibit A-2-7


     


    

 


 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed. 


 

Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class X-CP Certificates referred to in the Trust and Servicing Agreement.


 


Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-2-8


     


    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-2-9


     


    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-2-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:





 



    Exhibit A-2-11


     


    

 


EXHIBIT A-3


 


FORM OF CLASS X-NCP CERTIFICATES


 


CLASS X-NCP


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL
OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 


 



 


1     Temporary Regulation S Global
Certificate legend.


 


2     Legend required as
long as DTC is the Depository under the Trust and Servicing Agreement.


 


3     Global Certificate
legend.


 






    Exhibit A-3-1


     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE PRINCIPAL BALANCES OF THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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 CLASS X-NCP CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS


 



    Exhibit A-3-2


     


    

 


DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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.


 



    Exhibit A-3-3


     


    




 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS X-NCP


 





	Pass-Through Rate: Variable
    IO4	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class
    X-NCP Certificates: $388,500,0005	 	Rated Final Distribution Date: April 2033
	 	 	 
	CUSIP: 69640GAE5

    ISIN: US69640GAE52

    Common Code: 1386059066	 	Initial Notional Amount of this Certificate:
    $[__]
	 	 	 
	CUSIP: U6970TAC0	 	 
	ISIN: USU6970TAC00	 	 
	Common Code: 1386058927	 	 
	 	 	 
	CUSIP: 69640GAF2	 	 
	ISIN: US69640GAF288	 	 
	 	 	 
	No.: X-NCP-[1]	 	 




 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class X-NCP Certificates. The Trust Fund consists primarily of 8 promissory notes secured by
certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund
was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the


 


 



 


4     The Class X-NCP
Pass-Through Rate for any Certificate Interest Accrual Period will be a variable per annum rate and will equal: (i) from
and including the Distribution Date in May 2016 to and including the Distribution Date in May 2018, 0%; and (ii) for any Distribution
Date after the Distribution Date in May 2018, the weighted average of the Class X Strip Rates for the Class A, Class B, Class
C and Class D Certificates (weighted on the basis of the Certificate Balances of the Class A, Class B, Class C and Class D Certificates,
in each case, outstanding immediately prior to the related Distribution Date).


 


5     The Notional Amount
for the Class X-NCP Certificates will equal the aggregate Certificate Balances of the Class A, Class B, Class C and Class D Certificates.


 


6     For Certificate sold
in reliance on Rule 144A only.


 


7     For Regulation S
Global Certificate only.


 


8     For IAI Certificates.


 



    Exhibit A-3-4


     


    

 


Class A, Class X-CP, Class B, Class C, Class D and
Class R Certificates (collectively with the Class X-NCP Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms of
the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, commencing in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the related Certificate
Interest Accrual Period, 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 interest then distributable and any Yield Maintenance Premiums
and any other amounts, if any, allocable to the Class X-NCP Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 



    Exhibit A-3-5


     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Properties
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 



    Exhibit A-3-6


     


    

 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 



    Exhibit A-3-7


     


    

 


 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class X-NCP Certificates referred to in the Trust and Servicing Agreement.


 


Dated: April 29, 2016

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-3-8


     


    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-3-9


     


    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-3-10


     


    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



    Exhibit A-3-11


     


    

 





EXHIBIT A-4


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 


 






1   Temporary Regulation S Global
Certificate legend.


 


2   Legend required as long as
DTC is the Depository under the Trust and Servicing Agreement.


 


3   Global Certificate legend.


 






    Exhibit A-4-1 


     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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 CLASS B CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS X-CP AND CLASS X-NCP CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


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


 






    Exhibit A-4-2 


     


    

 


CERTIFICATE, UNLESS (A) SUCH PERSON IS
AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


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.


 






    Exhibit A-4-3 


     


    

 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS B


 





	Pass-Through Rate: 3.356521%	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates: $55,500,000	 	Rated Final Distribution Date: April 2033
	 	 	 
	CUSIP: 69640GAG0	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN: US69640GAG01	 	
	Common Code: 1386058844	 	 
	 	 	 
	CUSIP: U6970TAD8	 	 
	ISIN: USU6970TAD82	 	 
	Common Code: 1386058765	 	 
	 	 	 
	CUSIP: 69640GAH8	 	 
	ISIN: US69640GAH836	 	 
	 	 	 
	No.: B-[1]	 	 







  


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 8 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-CP, Class X-NCP, Class
C, Class D and Class R Certificates (collectively with the Class B Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special


 





 






4  For Certificate sold in reliance on Rule 144A only.


 


5  For Regulation S Global Certificate only.


 


6  For IAI Certificates.


 






    Exhibit A-4-4 


     


    

 


Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day on the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class B Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the


 






    Exhibit A-4-5 


     


    

 


Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage


 






    Exhibit A-4-6 


     


    

 


Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-4-7 


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed. 


 








	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  







Certificate of Authentication


 





This is one of the Class B Certificates referred to in the Trust and
Servicing Agreement.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    Exhibit A-4-8 


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made: 


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









 






    Exhibit A-4-9 


     


    





 








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






    Exhibit A-4-10 


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:












 



    Exhibit A-4-11 


     


    

 





EXHIBIT A-5


 





FORM OF CLASS C CERTIFICATES


 


CLASS C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 





 






1   Temporary Regulation S Global
Certificate legend.


 


2   Legend required as long as
DTC is the Depository under the Trust and Servicing Agreement.


 


3   Global Certificate legend.


 






     Exhibit A-5-1



     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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 CLASS C CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS X-CP, CLASS X-NCP AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


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


 






     Exhibit A-5-2



     


    

 


CERTIFICATE, UNLESS (A) SUCH PERSON IS
AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


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.


 






     Exhibit A-5-3



     


    

 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS C


 








	Pass-Through Rate: 3.998403%	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates: $48,800,000	 	Rated Final Distribution Date: April 2033
	 	 	 
	CUSIP: 69640GAJ4	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN: US69640GAJ40	 	
	Common Code: 1386041444	 	 
	 	 	 
	CUSIP: U6970TAE6	 	 
	ISIN: USU6970TAE65	 	 
	Common Code: 1386041365	 	 
	 	 	 
	CUSIP: 69640GAK1	 	 
	ISIN: US69640GAK136	 	 
	 	 	 
	No.: C-[1]	 	 







  


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of 8 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-CP, Class X-NCP, Class
B, Class D and Class R Certificates (collectively with the Class C Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special


 


 






4  For Certificate sold in reliance on Rule 144A only.


 


5  For Regulation S Global Certificate only.


 


6  For IAI Certificates.


 






     Exhibit A-5-4



     


    

 


Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day on the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class C Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the


 






     Exhibit A-5-5



     


    

 


Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage


 






     Exhibit A-5-6



     


    

 


Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 






     Exhibit A-5-7



     


    

 


IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 




	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer





 


Certificate of Authentication





 





This is one of the Class C Certificates referred to in the Trust and
Servicing Agreement.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  






     Exhibit A-5-8



     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


  


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-5-9



     


    





 








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






     Exhibit A-5-10



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:












 



     Exhibit A-5-11



     


    

 


EXHIBIT A-6


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE


 


 






1   Temporary Regulation S Global
Certificate legend.


 


2   Legend required as long as
DTC is the Depository under the Trust and Servicing Agreement.


 


3   Global Certificate legend.


 






     Exhibit A-6-1




     


    

 


17G-5 INFORMATION PROVIDER, THE INITIAL
PURCHASERS, THE TRUST LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 A NON- “U.S. PERSON” IN AN “OFFSHORE
TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3)
TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY ALL OF THE EQUITY OWNERS OF WHICH ARE SUCH INSTITUTIONS, 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 CLASS D CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS X-CP CLASS X-NCP, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


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


 






     Exhibit A-6-2




     


    

 


OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1)
OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND
DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


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.


 






     Exhibit A-6-3




     


    

 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS D


 





	Pass-Through Rate: 4.736987%	 	 
	 	 	 
	First Distribution Date: May 13, 2016	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $55,100,000	 	Rated Final Distribution Date: April 2033
	 	 	 
	CUSIP: 69640GAL9	 	Initial Certificate Balance of this Certificate: $[__]
	ISIN: US69640GAL95	 	
	Common Code: 1386041284	 	 
	 	 	 
	CUSIP: U6970TAF3	 	 
	ISIN: USU6970TAF31	 	 
	Common Code: 1386038065	 	 
	 	 	 
	CUSIP: 69640GAM7	 	 
	ISIN: US69640GAM786	 	 
	 	 	 
	No.: D-[1]	 	 







 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of 8 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-CP, Class X-NCP, Class
B, Class C and Class R Certificates (collectively with the Class D Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special


 


 






4For Certificate sold in reliance on Rule 144A only.


 


5For Regulation S Global Certificate only.


 


6For IAI Certificates.


 






     Exhibit A-6-4




     


    

 


Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in May 2016 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day on the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Yield Maintenance Premiums and any other amounts, if any, allocable to the Class D Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the






     Exhibit A-6-5




     


    

 


Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage


 






     Exhibit A-6-6




     


    

 


Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 






     Exhibit A-6-7




     


    

 


IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 





Certificate of Authentication


 





This is one of the Class D Certificates referred to in the
Trust and Servicing Agreement.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-6-8




     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made: 


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









 






     Exhibit A-6-9




     


    





 








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






     Exhibit A-6-10




     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:












 



     Exhibit A-6-11




     


    

 


EXHIBIT A-7


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, 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 (“SIMILAR LAW”), 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 ESTATEMORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL


 






     Exhibit A-7-1





     


    

 


REVENUE CODE OF 1986, AS AMENDED. 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. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3
OF THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR
TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT
UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT
INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM
PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






     Exhibit A-7-2





     


    

 


PALISADES CENTER
TRUST 2016-PLSD 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, 

SERIES 2016-PLSD, CLASS R


 





	Pass-Through Rate: N/A	 	 
	 	 	 
	First Distribution Date: N/A	 	 
	 	 	 
	Percentage Interest of the Class R Certificates: 100%	 	Rated Final Distribution Date: N/A
	 	 	 
	CUSIP: 69640GAN5	 	 
	ISIN: US69640GAN511	 	 
	 	 	 
	CUSIP: U6970TAG1	 	 
	ISIN: USU6970TAG142	 	 
	 	 	 
	CUSIP: 69640GAP0	 	 
	ISIN: US69640GAP003	 	 
	 	 	 
	No.: R-[1]	 	 







 


This certifies that JPMorgan
Chase Bank, National Association is the registered owner of the percentage interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of 8 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-CP,
Class X-NCP, Class B, Class C and Class D Certificates (collectively with the Class R Certificates, the “Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special Servicer. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Trust and Servicing Agreement.


 


 






1  For Certificate sold in reliance on Rule 144A only.


 


2  Regulation S Global Certificate only.


 


3  For IAI Certificates.


 






     Exhibit A-7-3





     


    

 


Pursuant to the terms of
the Trust 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 Trust and Servicing Agreement, on the Distribution Date to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs or, in the case of the first Distribution
Date, the Closing Date.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Notes, as more specifically set
forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, 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.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 






     Exhibit A-7-4





     


    

 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and Servicing Agreement may
also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class
of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust
and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10
of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to
the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property
and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-7-5





     


    

 


The Holder of the Class
R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person pursuant to Treasury Regulations
Section 1.860F-4(d) and the “partnership representative” (within the meaning of Code Section 6223, to the extent such
provision is applicable to the Upper-Tier REMIC and the Lower-Tier REMIC) of the Upper-Tier REMIC and the Lower-Tier REMIC. The
duties of the Tax Matters Person and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC
are delegated to the Certificate Administrator pursuant to the Trust and Servicing Agreement, as agent for the Tax Matters Person
and “partnership representative.” The Class R Certificateholders, by acceptance of the Class R Certificates, agree,
on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable appointment of the Certificate
Administrator as the agent of the Class R Certificateholders to perform all of the duties of the Tax Matters Person and “partnership
representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.


 


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 of a Residual Ownership
Interest 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 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 J-1 to the Trust and Servicing Agreement (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 liabilities in excess of cash flows generated by the residual interest, (3)
the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership


 






     Exhibit A-7-6





     


    

 


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. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide
a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.3(n) of the Trust and Servicing
Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
transferor substantially in the form attached as Exhibit J-2 to the Trust and Servicing Agreement (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.


 


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


 


(iv)      The Class R Certificates may only
be issued as Definitive Certificates and transferred to and owned by QIBs and the Certificate Administrator shall act in accordance
with such requirement.


 






     Exhibit A-7-7





     


    

 


IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


 





This is one of the Class R Certificates referred to in the
Trust and Servicing Agreement.


 





	Dated: April 29, 2016	 	 
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-7-8





     


    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this Rule 144A Definitive Certificate have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









 






     Exhibit A-7-9





     


    





 








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






     Exhibit A-7-10





     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:












 



     Exhibit A-7-11





     


    

 


EXHIBIT B


 


FORM OF REQUEST FOR RELEASE


(for Certificate Administrator)





	Loan Information
	 	Name of Mortgagor:	 
	 	[Servicer] [Special 	
	 	Servicer] Loan No.:	 
	Certificate Administrator
	 	Name:	Wells Fargo Bank, National Association
	 	Address:	1055 10th Avenue SE

Minneapolis, Minnesota 55414
 Attention: CMBS – JPMorgan Chase, 2016-PLSD
	 	Custodian/Certificate



                                                                                Administrator 
 Mortgage File No.:
	
 


	Depositor
	 	Name:	J.P. Morgan Chase
    Commercial Mortgage Securities Corp.
	 	Address:	383 Madison Avenue, 31st
    Floor, New York, New York 10179, Attention: Kunal K. Singh
	 	Certificates:	Palisades
Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD






 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), for the Holders of Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates,
Series 2016-PLSD, 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 Trust and Servicing Agreement dated as of April 29, 2016,
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and
Special Servicer (the “Trust and Servicing Agreement”).


 






    	 Exhibit B-1



     


    

 


		(  )	Note dated April 7, 2016, in the original principal sum of $________,  made by ________, payable to, or endorsed to the order
of, the Trustee.




		(  )	Note dated April 7, 2016, in the original principal sum of
$________, made by ________, payable to, or endorsed to the order of, the Trustee.




		(  )	Note dated April 7, 2016, in the original principal sum of
$________, made by ________, payable to, or endorsed to the order of, the Trustee.




		(  )	Note dated April 7, 2016, in the original principal sum of $________, made by  ________, payable to, or endorsed to the order
of, the Trustee.





		(  )	Mortgage(s) recorded on ____________ as instrument
no. ________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.




		(  )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.




		(  )	Deed to Secure Debt recorded on __________ as
instrument no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket
____________ of official records at page/image.




		(  )	Other documents, including any amendments, assignments
or other assumptions of the Note or Mortgages.






		(  )	___________________________




		(  )	___________________________




		(  )	___________________________




		(  )	___________________________





 


The undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees
as follows:


 


(1)          The [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 Trust and Servicing Agreement.


 


(2)          The [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 [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 Trust and Servicing
Agreement.


 






    	 Exhibit B-2



     


    

 


(3)          The [Servicer] [Special
Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists, unless the Mortgage
Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)          The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.





	 	 	 
	 	[SERVICER][SPECIAL
    SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Acknowledged and agreed:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: _________	 	


 


 






    	 Exhibit B-3



     


    

 


EXHIBIT C


 


FORM OF TRANSFER
CERTIFICATE

 FOR RULE 144A GLOBAL CERTIFICATE


TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to


Section 5.3(c) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





	Re:	Palisades Center Trust 2016-PLSD, Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-PLSD, Class [__]


  








Reference
is hereby made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global 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 Global 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 Trust 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 C-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 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 Servicer, the
Special Servicer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _________	 	 


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 


 






 


**      Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	 Exhibit C-2



     


    

 


EXHIBIT D


 


FORM OF TRANSFER
CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE


TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to


Section 5.3(d) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





	Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global 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 Global 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 Trust and Servicing Agreement and, with respect to transfers made in
reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the offer of the Certificates was not made to a person in
the United States,


 






    	 Exhibit D-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 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 Servicer, the
Special Servicer and the Initial Purchasers.





	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated:  ______	 	 	 


 


cc: J.P. Morgan
Chase Commercial Mortgage Securities Corp.


 


 






 


*      Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	 Exhibit D-2



     


    

 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE


FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE


TO RULE 144A GLOBAL CERTIFICATE DURING
RESTRICTED PERIOD


 


(Exchange or transfers pursuant to


Section 5.3(e) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global 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 Global 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.


 





 



 


*      Select appropriate depository.


 






    	 Exhibit E-1



     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer and the Initial Purchasers.





	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated:  _______	 	 	 
	 	 	 	 	 
	cc: J.P. Morgan Chase
    Commercial Mortgage Securities Corp.	 	 


 






    	 Exhibit E-2



     


    

 


EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY


BENEFICIAL OWNER OF TEMPORARY 

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to


Section 5.3(f) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [__]


 


Reference is hereby made to the Trust and Servicing Agreement
dated as of April 29, 2016 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special
Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing
Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Trust and Servicing Agreement certifies that it is an institution and 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 F-1



     


    

 


the Depositor,
the Servicer, the Special Servicer, the Trustee, the Certificate Administrator 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 F-2



     


    




 


EXHIBIT G


 


FORM OF TRANSFER
CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE


TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to


Section 5.3(g) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [__]


 





Reference is hereby
made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code No. [______]) 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 Trust 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 G-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 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 Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Initial Purchasers.





	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Dated: _______	 	 	 
	 	 	 	 	 
	cc: J.P. Morgan Chase
    Commercial Mortgage Securities Corp.	 	 





 


 






 


**     Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	 Exhibit G-2



     


    

 


EXHIBIT H


 


FORM OF TRANSFER
CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE


TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to


Section 5.3(g) of the Trust and Servicing
Agreement) 


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 





		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [__]


  


Reference is hereby
made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global 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 Trust and Servicing Agreement and, with respect to transfers made
in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), 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 H-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 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Initial Purchasers. 





	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated: ______	 	 	 
	 	 	 	 	 
	cc: J.P. Morgan Chase
    Commercial Mortgage Securities Corp.	 	 





 






    	 Exhibit H-2



     


    


 


EXHIBIT I


 


FORM OF TRANSFER
CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE

 TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to


Section 5.3(g) of the Trust and Servicing
Agreement)


 


Wells Fargo Bank, National
Association,


           as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         Class [   ]	 






 


Reference is
hereby made to the Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as
Servicer and Special Servicer. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust
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 Global 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


 






     Exhibit I-1


     

    

 


the Depositor, the Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Initial Purchasers.


	 	 	 
		[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated: _____________


 


cc: J.P. Morgan Chase Commercial Mortgage
Securities Corp.


 






     Exhibit I-2


     

    

 


EXHIBIT J-1


 


FORM OF AFFIDAVIT PURSUANT TO

 SECTIONS
860E(e)(4) OF


THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED


 


Wells Fargo Bank, National Association,


          as Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


		Re:	Palisades Center
                                         Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD (the
                                         “Certificates”) issued pursuant to the Trust and Servicing Agreement, dated
                                         as of April 29, 2016 (the “Trust and ServicingAgreement”), between J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, and Wells Fargo Bank, National Association, as Servicer and Special Servicer	 



 





	 






	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 860E 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: (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors
is not selected by any such


 



     Exhibit J-1-1


     

    

 


governmental unit), (b) a foreign government, International Organization or agency or instrumentality
of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 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), (d)
rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other person so designated by
the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such
person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding. The terms “United States,” “State” and “International Organization” 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 “United States person” as defined in Section 7701(a) of the Code and the regulations promulgated
thereunder (the Purchaser’s U.S. taxpayer identification number is [______] ). The Purchaser is not classified as a partnership
under the Code (or, if so classified, all of its beneficial owners are United States persons).


 


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.          The Purchaser is a Permitted Transferee.


 


9.          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 Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)


 



     Exhibit J-1-2


     

    

 


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.


 


10.         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.


 


11.         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.


 


12.         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 if
it knows or believes that any representation contained in such affidavit and agreement is false.


 


13.         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 J-1-3


     

    

 


as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


14.         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.


 


15.         The Purchaser has
reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions may be set forth
in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


16.         The Purchaser consents
to the designation of the Certificate Administrator as (i) the “partnership representative” of the Lower-Tier REMIC
and the Upper-Tier REMIC within the meaning of Section 6223 of the Code and (ii) the agent of the Tax Matters Person of the Lower-Tier
REMIC and the Upper-Tier REMIC, in each case pursuant to Section 12.1 of the Trust and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer
this _____ day of ___________, 20__.


 


		By:	 
	 	 	Name:
	 	 	Title:



 


 





		By:	 
	 	 	Name:
	 	 	Title:


  


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
samepersonswhoexecutedtheforegoinginstrumentandtobe ___________________________ 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.


 






     Exhibit J-1-4


     

    

 


	 	 
		NOTARY PUBLIC in and for the
	 	State of _____________






 


	[SEAL]	
	 	 
	My Commission expires:	 
	 	 
	 	 	 






 






     Exhibit J-1-5


     

    

 


EXHIBIT J-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


Wells Fargo Bank, National Association,


            as
Certificate Registrar


Marquette Avenue and Sixth Street


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD
                                         (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 Trust and Servicing Agreement, dated as of
April 29, 2016 (the “Trust and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special Servicer. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust 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 Transfer Affidavit and Agreement in the form attached to the Trust and Servicing Agreement
as Exhibit J-1. The Transferor does not know or believe that any representation contained therein is false.


 


(3)          The Transferor has
at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no significant 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 J-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 J-2-2


     

    

 


EXHIBIT J-3


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo Bank, National Association,


as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, MD 21045


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


[Transferor]


[______]


[______]


Attention:  [________]


 


		Re:	Palisades
Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD






 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [___]% Percentage Interest in the Palisades Center Trust 2016-PLSD,
Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD, Class R Certificates (the “Class R
Certificate”) issued pursuant to that certain trust and servicing agreement dated as of April 29, 2016 (the
“Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special Servicer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and
Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R Certificate, the Purchaser is
not 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) 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 to purchase
such Class R Certificate.


 






     Exhibit J-3-1


     

    

 


IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ____ day of ______, ______.


 





		Very truly yours,
	 	 
	 	 [The Purchaser]



 


		By:	 
	 	 	Name:
	 	 	Title:




 



     Exhibit J-3-2


     

    




 


EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION


 


For


 


NON-BORROWER AFFILIATES


 


[Date]


 


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, MD 21045


Attn: Corporate Trust Services –
CMBS JPMorgan Chase, 2016-PLSD


 


		Re:	Attention:
                                         Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-PLSD	 






 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the
Trust and Servicing Agreement, dated as of April 29, 2016 (the “Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator (in such capacity, the “Certificate Administrator”), Wilmington Trust, National Association,
as Trustee, Wells Fargo Bank, National Association, as Servicer and Special Servicer, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is a [Certificateholder][Beneficial Owner][prospective
purchaser]


of the Class ____
Certificates or a Trust Loan Seller that repurchases its share.


 


2.          The
undersigned is not a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or an Affiliate of any of the foregoing.


 


[3.         The undersigned is
requesting access pursuant to the 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 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 Certificate Administrator, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives


 



     Exhibit K-1-1


     

    

 





(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 is no longer a Certificateholder
or a Beneficial Owner of a Class of Certificates or is not a purchaser of Certificates in the case of a prospective purchaser.


 


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.]


 


4.          The undersigned shall
be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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.


 


5.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


6.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and 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][prospective purchaser][Trust Loan

Seller]



	 	 	 
	 	By: 	 


 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 




 






     Exhibit K-1-2


     

    

 


EXHIBIT K-2


 


FORM OF INVESTOR CERTIFICATION


 


For


 


BORROWER AFFILIATES


 


[Date]


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, MD 21045


Attention: CMBS – JPMorgan Chase,
2016-PLSD


 


Wells Fargo Bank, National Association


550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202


Attention: Palisades Center Trust 2016-PLSD
Asset Manager


 


		Re:	Attention:
                                         Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-PLSD 






 


In accordance with the
requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of April 29, 2016 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator (the
“Certificate Administrator”), Wilmington Trust, National Association, as Trustee, Wells Fargo Bank,
National Association, as Servicer and Special Servicer, with respect to the above- referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates or a Trust Loan
Seller that repurchases its share.


 


2.          The undersigned
is a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or Affiliate of the foregoing.


 


3.          The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and agrees to 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 Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors,


 



     Exhibit K-2-1


     

    

 


partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


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.


 


4.          The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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.


 


5.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


		 	 
	 	[Borrower Affiliate][Restricted 

Holder][Manager][Affiliate][Agent
of 

Borrower Affiliate]


	 	 	 
	 	By: 	 


 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 







 






     Exhibit K-2-2


     

    


 


EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


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). For
the avoidance of doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to
Servicer below shall include any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	 	SERVICING
    CRITERIA	APPLICABLE
    

    PARTY
	Reference
	Criteria
	 
	 	General
Servicing Considerations

                                                                                                 
	 
	
        1122(d)(1)(i)
	
        Policies and procedures
        are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
	Servicer

        Special
        Servicer

        Certificate
        Administrator

	
        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.
	Servicer

        Special
        Servicer

        Certificate
        Administrator

	
        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.
	Servicer

        Special
        Servicer

	
        1122(d)(1)(v)
	
        Aggregation of information,
        as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	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.
	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.
	
        Servicer

        Trustee
        (as applicable)*

	
        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.
	Servicer

        Special
        Servicer

        Certificate
        Administrator



 


 






 


*     Only
to the extent that the Trustee was required to make an Advance pursuant to the Trust and Servicing Agreement during the applicable
calendar year.


 






    	Exhibit L-1 



     


    

 


	 	SERVICING
    CRITERIA	APPLICABLE
    

PARTY
	

        Reference
	

        Criteria
	 
	
        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.
	Servicer

        Special
        Servicer

        Certificate
        Administrator

	
        1122(d)(2)(vi)
	
        Unissued checks are safeguarded
        so as to prevent unauthorized access.
	Servicer

        Special
        Servicer

        Certificate
        Administrator

	
        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 are (A) mathematically accurate; (B) prepared within 30 calendar days after the
        bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.
	
        Servicer
        Special Servicer Certificate Administrator

	 	
        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

	
        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.
	
        Servicer
        Special Servicer Certificate Administrator

	
        1122(d)(4)(ii)
	
        Mortgage loan and related
        documents are safeguarded as required by the transaction agreements
	
        Certificate Administrator

	
        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.
	
        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.
	
        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.
	
        Servicer

	
        1122(d)(4)(vi)
	
        Changes with respect
        to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed
        and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
	
        Servicer

        Special
        Servicer




 


    	Exhibit L-2 



     


    

 


	 	SERVICING CRITERIA	APPLICABLE


    PARTY
	
        Reference
	
        Criteria
	 
	
        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

	
        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).
	
        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.
	
        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.
	
        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.
	
        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.
	
        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.
	
        Servicer

	
        1122(d)(4)(xiv)
	
        Delinquencies,
        charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
	
        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 Servicer and Special Servicer are the same entity, the 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 L-3 



     


    

 


EXHIBIT M 


 


NRSRO
CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, MD 21045


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


		Attention:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD
                                         





 


In accordance with
the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of April 29, 2016 (the
“Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”),
Wilmington Trust, National Association, as Trustee, Wells Fargo Bank, National Association, as Servicer and Special Servicer, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.           (a) The undersigned is a Rating Agency; or


 


(b) The undersigned is a nationally
recognized statistical rating organization and has provided the Depositor with the appropriate certifications under Exchange
Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant to the Agreement to
certain information (the “Information”) on the 17g-5 Information Provider’s Website pursuant to the
provisions of the Agreement, and agrees that it shall be bound by the provisions of the confidentiality agreement attached
hereto as Annex A, which shall be applicable to the undersigned with respect to any information obtained from the 17g-5
Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information
Provider’s Website that host the Depositor’s 17g-5 website after the Closing Date.


 


		2.	The undersigned agrees that each time it accesses the 17g-5 Information Provider’s
Website, it is deemed to have recertified that the representations herein contained remain true and correct.



 


Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


 






    	Exhibit M-1 



     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


	 	 	 	 	 
	 	Nationally Recognized Statistical Rating Organization
	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company:  	 
	 	 	 
	 	Phone:	 	 
	 	 	 	 
	 	Email:	 	 


 






    	Exhibit M-2 



     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement
(the “Confidentiality Agreement”) is made in connection with JP Morgan Securities LLC (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 Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through
Certificates, Series 2016-PLSD (the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as
of April 29, 2016 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special Servicer 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 Trust 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 Trust 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 Trust 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.



 






    	Exhibit M-3 



     


    

 


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:


 


		·	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


 






    	Exhibit M-4 



     


    

 


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.


 


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


 






    	Exhibit M-5 



     


    

 


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.


 


ContactInformation.NoticesforeachFurnishingEntityunderthis
Confidentiality Agreement, shall be directed as set forth below:


 


JP Morgan Securities LLC


383 Madison Avenue, 8th Floor


New York, New York 10179


 






    	Exhibit M-6 



     


    

 


EXHIBIT N-1


 


FORM OF TRANSFEROR CERTIFICATE


FOR TRANSFER OF THE EXCESS SERVICING
FEE RIGHTS


 


[Date]


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue, 31st
Floor


New York, New York 10017


Attention: Kunal K. Singh


 


		Re:	Palisades Center Trust 2016-PLSD, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-PLSD



 


Ladies and Gentlemen:


 


Thisletterisdeliveredtoyouinconnectionwiththetransferby_______________________(the
“Transferor”) to _____________________(the “Transferee”) of the Excess Servicing Fee
Right established under the Trust and Servicing Agreement, dated as of April 29, 2016 (the “Trust and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special Servicer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee 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 with respect to the Trust Loan for which
_______________ is the Servicer (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 (including 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


 






    	Exhibit N-1-1 



     


    

 


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.


 





	 	Very truly yours,
	 	 
	 	By:  	 
	 	 	Name:
Title:


 






    	Exhibit N-1-2 



     


    

 


EXHIBIT N-2


 


FORM OF TRANSFEREE CERTIFICATE


FOR TRANSFER OF THE EXCESS SERVICING
FEE RIGHTS


 


[Date]


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue, 31st
Floor


New York, New York 10017


Attention: Kunal K. Singh


 


Wells Fargo Bank, National Association


550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202


Attention: Palisades Center Trust 2016 PLSD Asset Manager


 


		Re:	Palisades Center Trust 2016-PLSD, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-PLSD



 


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 Trust and Servicing Agreement, dated
as of April 29, 2016 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special
Servicer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the
Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the
Servicer, that:


 


1.            The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Trust Loan as to which
________________ is  the applicable Servicer (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, the
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


 






    	Exhibit N-2-1 



     


    

 


and qualification and (A) the Depositor has received a certificate from
the prospective transferor substantially in the form attached as Exhibit N-1 to the Trust and Servicing Agreement, and (B)
each of the Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form
attached as Exhibit N-2 to the Trust and Servicing Agreement.


 


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 the Trust and Servicing Agreement (including, without limitation, Section 3.17 therein), 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
(including 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 Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Trust Loan, 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.


 






    	Exhibit N-2-2 



     


    

 


7.            The Transferee agrees
(i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust 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 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 Trust and Servicing Agreement except as
set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the
extent provided in the Trust and Servicing Agreement.


 


	 	Very truly yours,
	 	 
	 	By:  	 
	 	 	Name:
Title:


 






    	Exhibit N-2-3 



     


    

 


EXHIBIT O


 


FORM OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


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 connection with the
Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass- Through Certificates, Series 2016-PLSD (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P., Trepp, LLC, Intex
Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson Reuters or Markit Group
Limited, a market data provider that has been given access to the Distribution Date Statements, 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, and any confidentiality agreement applicable to the undersigned
with respect to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained
from CTSLink.



 


		4.	The undersigned shall be fully liable for any breach of this agreement by
itself or any of its representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer and the Trust for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings
assigned thereto in the agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION HEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 
	 	By:  	 
	 	 	Name:
Title:





 






    	Exhibit O-1 



     


    

 


EXHIBIT P


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, MD 21045


Attention: CMBS – JPMorgan Chase, 2016-PLSD


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue, 31st
Floor


New York, New York 10017


Attention: Kunal K. Singh


 


		Re:	Palisades Center Trust 2016-PLSD, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-PLSD



 


Ladies and Gentlemen:


 


This letter is
delivered pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of April 29, 2016 (the “Trust and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Servicer and Special Servicer, on behalf of the holders of the Palisades Center Trust
2016-PLSD, Commercial Mortgage Pass- Through Certificates, Series 2016-PLSD (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 Trust and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.           The Purchaser is not
purchasing a Class R Certificate and the Purchaser is an institutional “accredited investor” (an entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”)) or an entity all of the equity owners of which are such institutions, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the
Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s
investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which the Purchaser exercises sole investment discretion.
The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 






    	Exhibit P-1 



     


    

 


2.            The Purchaser’s
intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale to (i) “qualified
institutional buyers” 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 non-U.S. Securities Persons in “offshore
transactions” as defined in Rule 902(h) of Regulation S promulgated under the Securities Act, subject in each case to the
delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit I, as applicable, to the Trust and Servicing
Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate issued in transfer or exchange therefor)
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 resell
to only certain investors in certain exempted transactions) as expressed herein.


 


3. The Purchaser has reviewed
the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively, the “Offering
Circular”) 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 Offering Circular.


 


4. The Purchaser acknowledges
that the Certificate (and any Certificate issued in transfer or exchange therefor) 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 resold unless
it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


5. The Purchaser hereby
undertakes to be bound by the terms and conditions of the Trust 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 all or any portion of the Certificates, except in compliance with Section 5.3 of the Trust and
Servicing Agreement.


 


7.Check one of the following:**


 


☐            The
Purchaser is a U.S. 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. Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Administrator (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, as applicable (or successor form), which identifies
such


 


 






 


** Each Purchaser must include one of the two alternative certifications.


 






    	Exhibit P-2 



     


    

 


Purchaser as the beneficial owner of the
Certificate and states that such Purchaser is not a U.S. 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 this purpose, “U.S. 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. 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 have elected to be treated as U.S. 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:






	 
	 
	 






 


 






 


*** Does not apply to a transfer of Class
R Certificates.


 


**** Only to be filled out by Purchasers
of Definitive Certificates. Please select (a) or (b). For holders of 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 P-3 



     


    

 


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 non-U.S. Person.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date	 	 





 






    	Exhibit P-4 



     


    

 


EXHIBIT Q


 


FORM OF NOTICE OF MEZZANINE EQUITY
COLLATERAL FORECLOSURE


 


Wells Fargo Bank, National Association,


as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


 


		Re:	Attention: Palisades Center Trust 2016-PLSD,
                                         Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD



 


In accordance with the Trust and
Servicing Agreement, dated as of April 29, 2016 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Wells Fargo Bank, National Association, as Servicer and Special Servicer, with respect to
the above-referenced certificates, the undersigned hereby notifies you that Mezzanine Lender has accelerated the Mezzanine Loan
and/or have commenced foreclosure or similar proceedings against the related Mezzanine Equity Collateral, as described below:


 


[______________]


 


Pursuant to Section 3.21(c)
of the Agreement, upon receipt of this notice, you are required to cause each Restricted Holder to re-submit any Investor Certification
previously delivered by such Restricted Holder, prior to allowing it access to the information on your Internet website.


 


Capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the Agreement.


 


	 	[SPECIAL SERVICER]
	 	 
	 	 
	 	Name:
	 	Title:




 






    	Exhibit Q-1 



     


    

 


EXHIBIT R


 


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 R-1 



     


    

 


EXHIBIT S


 


ADDITIONAL FORM 10-D DISCLOSURE


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
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 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 Servicer and the Special Servicer (in its capacity
as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to rely on the accuracy of the Offering
Circular and the offering materials with respect to any related Other Securitization Trust (other than information with respect
to itself that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific notice
to the contrary from the Depositor, Other Depositor or a Trust Loan Seller. Each of the Certificate Administrator, the Trustee,
the Servicer and the Special Servicer (in its capacity as such) each Other Exchange Act Reporting Party and the Other Depositor
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the prospectus relating to the Other Securitization and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the 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 Servicer or the Special Servicer is not the Servicer
or the Special Servicer, as the case may be. For this Series 2016- PLSD Trust and Servicing Agreement and any Other Securitization
Trust, each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) each
Other Exchange Act Reporting Party and the Other Depositor 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 other than a party identified as
such in the Offering Circular and the offering materials with respect to any related Other Securitization Trust.


 


	
         

        Item on Form 10-D
	
         

        Party Responsible

	
         

        Item 1A:     Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(13) of Regulation AB
	
         

        ·     Certificate
        Administrator



 






    	Exhibit S-1 



     


    

 


	
         

        Item on Form 10-D
	
         

        Party Responsible
	 
	
         

        Item 1B:   Distribution and Pool
        Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB
	
         

        ·     Certificate
        Administrator

         

        ·     Depositor
	 
	
         

        Item 2:    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)
	
         

        ·     Servicer (as
        to itself)

         

        ·     Special Servicer
        (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee (as
        to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Trust 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
	 


 






    	Exhibit S-2 



     


    

 


	
         

        Item on Form 10-D
	
         

        Party Responsible

	
         

        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 relating
        to the Companion Loan Securities;

         

        (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 3.18 of this Trust 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.
	
         

        ·     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special Servicer
        (as to REO Properties)

	
         

        Item 7:     Significant Enhancement
Provider Information:

         

        ·     Item
1114(b)(2) and Item 1115(b) of Regulation AB
	
         

        ·     Depositor



 






    	Exhibit S-3 



     


    

 


	
         

        Item on Form 10-D
	
         

        Party Responsible
	 
	
         

        Item 8: 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 U, (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, 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 U.

         

        ·     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)

         

        ·     Servicer
        (with respect to the balances of each REO Account (to the extent the related information has been received from the Special Servicer
        within the time period specified in Section 13.4 of the Trust and Servicing Agreement) and 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 9: 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 S-4 



     


    

 


	
         

        Item on Form 10-D
	
         

        Party Responsible
	 
	
         

        Item 9: 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 Trust 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 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	
         

        ·     Certificate
        Administrator, Trustee, 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 9: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted
        to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party 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.
	
         

        ·     The
        applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	 


 






    	Exhibit S-5 



     


    

 


	
         

        Item on Form 10-D
	
         

        Party Responsible
	 
	
         

        Item 9: 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: 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 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K)
	
         

        ·     Not Applicable.
	 
	
         

        Item 9: Exhibits (no. 100)x

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	
         

        ·     Not Applicable.
	 
	
         

        Item 9: 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 U, (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 U (it being acknowledged that none of the Servicer or the Special
        Servicer constitutes a “Party Responsible” under Exhibit U 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 S-6 



     


    


 


EXHIBIT T


 


ADDITIONAL FORM 10-K DISCLOSURE


 


For so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the
“Party Responsible” column are obligated pursuant to Section 13.5 of the Trust and Servicing Agreement to
disclose to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K
Disclosure is relevant for Exchange Act reporting purposes, 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 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 Servicer and the Special Servicer (in its capacity as such), each Other Exchange
Act Reporting Party and the Other Depositor shall be entitled to rely on the accuracy of the Offering Circular and the
offering materials with respect to any related Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific notice to the
contrary from the Depositor, Other Depositor or a Trust Loan Seller. Each of the Certificate Administrator, the Trustee, the
Servicer and the Special Servicer (in its capacity as such) each Other Exchange Act Reporting Party and the Other Depositor
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as
such in the prospectus relating to the Other Securitization and to assume that no other party or property will constitute a
“significant obligor” after the Cut-off Date. In no event shall the 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 Servicer or the
Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Series 2016-PLSD Trust
and Servicing Agreement and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer (in its capacity as such) each Other Exchange Act Reporting Party and the Other Depositor 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 other than a party identified as such in the Offering Circular and the offering materials
with respect to any related Other Securitization Trust.


 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        Item 1B: Unresolved Staff Comments
	
         

        ·     Depositor



 






    Exhibit T-1 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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 U,

         

        (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, 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 U.

	
         

        Item15:Exhibits,FinancialStatement 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 relating to the Companion Loan Securities,
        (ii) such information was not so set forth and (iii) the applicable Servicer has not previously reported such information as “Additional
        Form 10-D Information”.
	
         

        ·      The applicable
        Trust 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 relating to the Companion Loan Securities
        and (ii) the applicable Servicer has not previously reported such information or updated versions thereof as
        “Additional Form 10-D Information”.
	
         

        ·      The Depositor



 






    Exhibit T-2 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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 relating
        to the Companion Loan Securities;

         

        (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 3.18 of this Trust 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”.
	
         

        ·      Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·      Special Servicer
        (as to REO Properties)

	
         

        Instruction J(2)(c) (Significant Enhancement Provider
        Information):

         

        ·     Items1114(b)(2)and1115(b)of
        Regulation AB
	
         

        ·      Depositor



 






    Exhibit T-3 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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)
	
         

        ·     Servicer (as
        to itself)

         

        ·     Special Servicer
        (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee (as
        to itself)

         

        ·     Depositor
        (as to itself)

         

        ·    Trustee/CertificateAdministrator
        /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     OriginatorsunderItem1110of
        Regulation AB

         

        ·     PartyunderItem1100(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
        relating to the Companion Loan Securities or if it was previously reported as “Additional Form

        10-K Disclosure”.
	
         

        ·     Servicer
        (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each SpecialServicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ·     Special Servicer

         

        ·     Certificate
        Administrator

         

        ·     Trustee

         

        ·     Each
        party (other than a Trust Loan Seller), if any, that is identified in the prospectus relating to the Companion Loan Securities
        as an “originator” of one or more Mortgage Loans, if the prospectus relating to the Companion Loan Securities specifically
        states that



 





    Exhibit T-4 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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 201[_]-[_] 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 relating to the Companion Loan Securities 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 following, on the other: (1) the
        Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
	
        the applicable Mortgage Loans were
        10% or more of the assets of the Trust at the date of the prospectus relating to the Companion Loan Securities (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 this 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 Trust 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
        Trust and Servicing Agreement, which noticeis 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 theprospectus relating to the Companion Loan Securities 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 this 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



 






    Exhibit T-5 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        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 relating to the Companion Loan Securities or if it was previously reported
as “Additional Form 10-K Disclosure”.
	written notice delivered by the Depositor to the parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.
	
         

        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
        relating to the Companion Loan Securities 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 201[_]-[_] 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
	
         

        ·     The Depositor

         

        ·     Each Trust
        Loan Seller



 






    Exhibit T-6 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        item as a “Party
        Responsible”, on the other; provided, however, that a relationship, agreement, arrangement, transaction
        or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities 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 relating to the Companion Loan Securities 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



 






    Exhibit T-7 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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

	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the
        rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
         

        ·     Trustee

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this
        shall in no event be construed to make such party responsible for the initial filing of this Trust and Servicing Agreement

         

        provided further, in each case,
        that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the
        Depositor shall be the responsible party.

	
         

        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	
         

        ·     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract thatsatisfies 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



 






    Exhibit T-8 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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

	
         

        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.



 






    Exhibit T-9 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
        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 13.8 of this Trust 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 13.8 of this Trust and Servicing Agreement.
	
         

        ·     Servicer

         

        ·     Special Servicer

         

        ·     Depositor

         

        ·    AnyotherServicingFunction
        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

	
         

        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



 






    Exhibit T-10 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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-Oxleycertification and backup certifications) is governed by Section 13.11) of this Trust 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 13.8 of this Trust 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 13.9 of this Trust 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 13.7 (and Section 13.8) of this Trust and Servicing
        Agreement.

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K)
	
         

        ·     Not Applicable.

	
         

        Item 15: Exhibits (no. 100)x

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	
         

        ·     Not Applicable.



 






    Exhibit T-11 


     

    

 


	
         

        Item on Form 10-K
	
         

        Party Responsible

	
         

        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 U, (b) such document is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported
        as “Additional Form 8-K Disclosure”.
	
         

        ·     Certificate
        Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party
        Responsible” for the exhibit pursuant to Item 9(d) of Exhibit U (it being acknowledged that none of the Servicer
        or the Special Servicer constitutes a “Party Responsible” under Exhibit U with respect to any exhibits to
        a Form 10-K).



 






    Exhibit T-12 


     

    

 


EXHIBIT U


 


FORM 8-K DISCLOSURE INFORMATION


 


For so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the
“Party Responsible” column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Form 8-K Disclosure Information
is relevant for Exchange Act reporting purposes, 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 knowledge of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its
capacity as such), each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to rely on the accuracy
of the Offering Circular and the offering materials with respect to any related Other Securitization Trust (other than
information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular), in
the absence of specific notice to the contrary from the Depositor, Other Depositor or a Trust Loan Seller. Each of the
Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) each Other Exchange
Act Reporting Party and the Other Depositor shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the prospectus relating to the Other Securitization and to assume that
no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the
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 Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case
may be. For this Series 2016-PLSD Trust and Servicing Agreement and any Other Securitization Trust, each of the Certificate
Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) each Other Exchange Act Reporting
Party and the Other Depositor 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 other than a party identified as such in the
Offering Circular and the offering materials with respect to any related Other Securitization Trust.


 






     Exhibit U-1




     

    

 


	
         

        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, 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 ofany amendment
        or definitive agreement that satisfies all the followingconditions: (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 Trust and Servicing Agreement.



 






     Exhibit U-2




     

    

 


	
         

        Item on Form 8-K
	
         

        Party Responsible

	
         

        Item1.02:TerminationofaMaterial
        Definitive Agreement– Part 1 of 2 Parts
	
         

        ·     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract thatsatisfies 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 executedon behalf of the Trust; provided,
        however, that the Certificate Administratorshall be the “Party Responsible” in connection with any amendment
        to this Trust and Servicing Agreement.

	
         

        Item1.02:TerminationofaMaterial
        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

	
         

        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

	
         

        Item6.01:ABSInformationaland Computational
Material
	
         

        ·     Depositor

	
         

        Item 6.02 (Part 1 of 3 Parts): Change of
        Servicer or Trustee, but only to the extent related to a change in trustee
	
         

        ·     Trustee

         

        ·     Depositor



 






     Exhibit U-3




     

    

 


	
         

        Item on Form 8-K
	
         

        Party Responsible

	
         

        Item 6.02 (Part 2 of 3 Parts): Change of
        Servicer or Trustee, but only to the extent related to a change in Servicer or Special Servicer
	
         

        ·     Certificate
        Administrator

         

        ·     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 Trust and Servicing Agreement) appointed
        by the particular “Party Responsible”.
	
         

        ·     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



 






     Exhibit U-4




     

    

 


	
         

        Item on Form 8-K
	
         

        Party Responsible

	
         

        Item 9.01(d): 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

         

        provided, in each case, that this
        shall in no event be construed to make such party responsible for the initial filing of this Trust 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):

         

        Correspondenceondepartureofdirector
(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



 






     Exhibit U-5




     

    

 


	
         

        Item on Form 8-K
	
         

        Party Responsible

	
         

        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)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
S-K)
	
         

        ·     Not Applicable.

	
         

        Item 15: Exhibits (no. 100)x

         

        BRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	
         

        ·     Not Applicable.



 






     Exhibit U-6




     

    


EXHIBIT V


 


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


Attn: Corporate Trust Services
(CMBS) Palisades Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD—SEC REPORT
PROCESSING


 


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section
[13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of April 29, 2016 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Servicer and Special Servicer, 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 V-1


     

    

 


EXHIBIT W


 


INITIAL
SUB-SERVICERS


 


None.


 






     Exhibit W-1


     

    

 


 


EXHIBIT X


 


FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


Palisades Center Trust 2016-PLSD,


Commercial Mortgage Pass-Through Certificates,


Series 2016-PLSD (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association,
as Trustee] [Wells Fargo Bank, National Association,] [as Servicer] [as Special Servicer] (the “Certifying Servicer”),
certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


I
(or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding
calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Trust
and Servicing Agreement; and


 


To
the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and
Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].[To my knowledge, the Certifying
Servicer has failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND
THE NATURE AND STATUS THEREOF]].


 


	Date:	 	



 


 





[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate
administrator]


[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


[WELLS FARGO BANK, NATIONAL ASSOCIATION, as servicer]


[WELLS FARGO BANK, NATIONAL ASSOCIATION, as special servicer]


 








	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 






     Exhibit X-1


     

    

 





EXHIBIT Y


 


FORM OF REPORT
ON ASSESSMENT OF 

COMPLIANCE WITH SERVICING CRITERIA


 


		1.	[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 Trust and Servicing Agreement. The transactions covered by this report include asset-backed
securities transactions for which the Reporting Servicer acted as [a Servicer, special servicer, trustee, certificate administrator]
involving commercial mortgage loans [other than _______________*] (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 


 





 



 


** 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 Y-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 Y-2


     

    


 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue, 31st Floor


New York, New York 10017


Attention: Kunal K. Singh


 


		Re:	Palisades Center Trust 2016-PLSD,
                                         Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD, issued pursuant to the
                                         Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing
                                         Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                                         as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Wells Fargo Bank, National Association,
                                         as Servicer and Special Servicer.



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.
          I (or Servicing Officers under my supervision) have reviewed the servicing
and other information required to be provided by the Master Servicer in accordance with the Trust and Servicing Agreement for
inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and all
information required to be provided by the Master Servicer in accordance with the Trust and Servicing Agreement for inclusion
in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively,
with the Form 10-K, the “Reports”) (such information provided by the Master Servicer, collectively, the “Master
Servicer Periodic Information”);


 







2.          Based on my knowledge,
and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate
delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information, 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 the Form


10-K;


 


3.          Based on my
knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered


 






    	 Exhibit Z-1-1



     


    

 


by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I (or Servicing Officers
under my supervision) am responsible for reviewing the activities performed by the Master Servicer under the Trust and Servicing
Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance statement required
to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects;


 


5.          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


 


6.          All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing
Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement to be
delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by
the Master Servicer under the Trust and Servicing Agreement.


 


	Dated: __________________________	 	 
	 	 	 
	 	 	 
	 	 	Name:

        Title:
 






 






    	 Exhibit Z-1-2



     


    

  


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SPECIAL SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue,
31st Floor


New York, New York 10017


Attention: Kunal K. Singh


 


		Re:	Palisades Center Trust 2016-PLSD,
                                         Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD, issued pursuant to the
                                         Trust and Servicing Agreement dated as of April 29, 2016 (the “Trust and Servicing
                                         Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                                         as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
                                         Trust, National Association, as Trustee, and Wells Fargo Bank, National Association,
                                         as Servicer and Special Servicer.



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          Based on my knowledge,
the Special Servicer Periodic Information, 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 the Form 10-K;


 


3.          Based on my knowledge,
all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    	 Exhibit Z-2-1



     


    

 


4.          I (or Servicing Officers
under my supervision) am responsible for reviewing the activities performed by the Special Servicer under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has fulfilled its obligations
under the Trust and Servicing Agreement in all material respects;


 


5.          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’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


 


6.          All of the reports on
assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer or any Servicing
Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is being
signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement.


 





	Dated: __________________________	 	 
	 	 	 
	 	 	 
	 	 	Name:

        Title:
 



 






    	 Exhibit Z-2-2



     


    






EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	Palisades Center Trust 2016-PLSD, Commercial Mortgage
Pass- Through Certificates, Series 2016-PLSD, issued pursuant to the Trust and Servicing Agreement dated as of April 29, 2016
(the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Wells Fargo Bank, National Association, as Servicer and Special Servicer.



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or an officer under my supervision) have reviewed the
annual report on Form 10-K for the period ended December 31, 20[   ] (the “Form 10-K”) and all reports on
Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the
“Reports”);


 


2.          Based on 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 Form 10-K;


 


3.          Based on my knowledge,
all of the distribution and other information required to be provided by the Certificate Administrator under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and all of the distribution,
servicing and other information provided to the Certificate Administrator by the trustee, the master servicer and the special servicer
under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Reports;


 


4.          I (or an officer under
my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under the Trust and Servicing
Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and


 






     Exhibit Z-3-1



     

    

 


except as disclosed in the Reports, the Certificate Administrator
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects; and


 


5.         All of the reports
on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria
required to be included in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18 have been included as an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports
have been disclosed in the Form 10-K and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being
signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Trust and Servicing Agreement.


 








	Dated:  	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 






     Exhibit Z-3-2



     

    

 


EXHIBIT Z-4


 


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY TRUSTEE


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.


383 Madison Avenue, 31st
Floor


New York, New York 10017


Attention: Kunal K. Singh


 


		Re:	Palisades
                                         Center Trust 2016-PLSD, Commercial Mortgage Pass-Through Certificates, Series 2016-PLSD,
                                         issued pursuant to the Trust and Servicing Agreement dated as of April 29, 2016 (the
                                         “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Certificate
                                         Administrator, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
                                         National Association, as Servicer and Special Servicer. 



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[    ]
(“Form 10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing
Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the
Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee,
collectively, the “Trustee Periodic Information”);


 


2.          Based on my knowledge,
the Trustee Periodic Information, 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 the Form 10-K;


 


3.          Based on my knowledge,
all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion in the Reports for
the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    Exhibit Z-4-1



     

    

 


4.         I (or officers under
my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing Agreement, and
based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement to be delivered
under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB,
and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the Trust and Servicing
Agreement in all material respects; and


 


5.          All of the reports on
assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any Servicing Function
Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item


1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is being
signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Trust and
Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 






    Exhibit Z-4-2