Exhibit 4.1


 


 





EXECUTION VERSION


 







 





 


 





SG COMMERCIAL MORTGAGE SECURITIES, LLC,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


Rialto
Capital Advisors, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 





 



 




POOLING AND SERVICING AGREEMENT


 


Dated as of July 1, 2016


 


 



 




Commercial Mortgage Pass-Through Certificates

Series 2016-C5


 




     


     

    

 


TABLE OF CONTENTS


 


Page





	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	129
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	130
	Section 2.02	Acceptance by Trustee	136
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	141
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	156
	Section 2.05	Creation of the Grantor Trust	156
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	156
	Section 3.02	Collection of Mortgage Loan Payments	164
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	169
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account	174
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	180
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	190
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	192
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	198
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	203


 



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	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	207
	Section 3.11	Servicing Compensation	208
	Section 3.12	Inspections; Collection of Financial Statements	214
	Section 3.13	Access to Certain Information	219
	Section 3.14	Title to REO Property; REO Account	231
	Section 3.15	Management of REO Property	233
	Section 3.16	Sale of Defaulted Loans and REO Properties	235
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	242
	Section 3.18	Modifications, Waivers, Amendments and Consents	245
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	254
	Section 3.20	Sub-Servicing Agreements	260
	Section 3.21	Interest Reserve Account	264
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	264
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	264
	Section 3.24	Intercreditor Agreements	268
	Section 3.25	Rating Agency Confirmation	271
	Section 3.26	The Operating Advisor	273
	Section 3.27	Companion Paying Agent	280
	Section 3.28	Serviced Companion Noteholder Register	280
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	281
	Section 3.30	[RESERVED]	283
	Section 3.31	[RESERVED]	283
	Section 3.32	Litigation Control	283
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	286
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	287
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	297
	Section 4.03	P&I Advances	303
	Section 4.04	Allocation of Realized Losses	306
	Section 4.05	Appraisal Reduction Amounts	307
	Section 4.06	Grantor Trust Reporting	310
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	312
	Section 4.08	Secure Data Room	315


 



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	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	316
	Section 5.02	Form and Registration	317
	Section 5.03	Registration of Transfer and Exchange of Certificates	319
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	326
	Section 5.05	Persons Deemed Owners	326
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	327
	Section 5.07	Maintenance of Office or Agency	328
	Section 5.08	Appointment of Certificate Administrator	328
	Section 5.09	[RESERVED]	329
	Section 5.10	Voting Procedures	329
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	330
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	336
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	336
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	338
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	344
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	344
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	345
	Section 6.08	The Directing Certificateholder	345
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	351
	Section 7.02	Trustee to Act; Appointment of Successor	359


 



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	Section 7.03	Notification to Certificateholders	361
	Section 7.04	Waiver of Servicer Termination Events	361
	Section 7.05	Trustee as Maker of Advances	362
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	362
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	364
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	366
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	367
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	367
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	368
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	369
	Section 8.08	Successor Trustee or Certificate Administrator	372
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	372
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	372
	Section 8.11	Appointment of Custodians	374
	Section 8.12	Representations and Warranties of the Trustee	374
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	375
	Section 8.14	Representations and Warranties of the Certificate Administrator	375
	Section 8.15	Compliance with the PATRIOT Act	377
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	377
	Section 9.02	Additional Termination Requirements	381
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	381
	Section 10.02	Use of Agents	385
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	385
	Section 10.04	Appointment of REMIC Administrators	385


 



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	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 
	Section 11.01	Intent of the Parties; Reasonableness	386
	Section 11.02	Succession; Subcontractors	387
	Section 11.03	Filing Obligations	389
	Section 11.04	Form 10-D Filings	390
	Section 11.05	Form 10-K Filings	393
	Section 11.06	Sarbanes-Oxley Certification	396
	Section 11.07	Form 8-K Filings	398
	Section 11.08	Form 15 Filing	399
	Section 11.09	Annual Compliance Statements	400
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	401
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	403
	Section 11.12	Indemnification	405
	Section 11.13	Amendments	407
	Section 11.14	Regulation AB Notices	408
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	408
	Section 11.16	[RESERVED]	413
	Section 11.17	Impact of Cure Period	413
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	413
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	419
	Section 12.03	Resignation of the Asset Representations Reviewer	420
	Section 12.04	Restrictions of the Asset Representations Reviewer	420
	Section 12.05	Termination of the Asset Representations Reviewer	421
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	424
	Section 13.02	Recordation of Agreement; Counterparts	428
	Section 13.03	Limitation on Rights of Certificateholders	429
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	429
	Section 13.05	Notices	430
	Section 13.06	Severability of Provisions	435
	Section 13.07	Grant of a Security Interest	435
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	436


 



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	Section 13.09	Article and Section Headings	437
	Section 13.10	Notices to the Rating Agencies	437


 



    -vi- 


     

    




 


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


 



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


  






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This Pooling and Servicing
Agreement is dated and effective as of July 1, 2016, among SG Commercial Mortgage Securities, LLC, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


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


 


LOWER-TIER REMIC


 


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


 






     


     

    

 


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


 


	Class Designation	 	Interest Rate	 	Original Lower-Tier
 Principal Amount
	Class LA1	 	 	(1)		 	$	30,047,000	 
	Class LA2	 	 	(1)	 	 	$	92,155,000	 
	Class LA3	 	 	(1)	 	 	$	165,000,000	 
	Class LA4	 	 	(1)	 	 	$	188,922,000	 
	Class LASB	 	 	(1)	 	 	$	39,644,000	 
	Class LAS	 	 	(1)	 	 	$	50,656,000	 
	Class LB	 	 	(1)	 	 	$	35,919,000	 
	Class LC	 	 	(1)	 	 	$	33,157,000	 
	Class LD	 	 	(1)	 	 	$	39,603,000	 
	Class LE	 	 	(1)	 	 	$	19,342,000	 
	Class LF	 	 	(1)	 	 	$	8,289,000	 
	Class LG	 	 	(1)	 	 	$	34,077,980	 
	Class LR	 	 	None(2)	 	 	 	None	 




 

 



 

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



 


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



 


UPPER-TIER REMIC


 


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


 


THE GRANTOR TRUST


 


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


 






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THE CERTIFICATES


 


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


 


	
        Class
        of Certificates

	Initial Pass-
 Through Rate


	
        Original

        Certificate

        Balance or

        Notional Amount


	Class A-1 Certificates	1.345%	 	$30,047,000
	Class A-2 Certificates	2.491%	 	$92,155,000
	Class A-3 Certificates	2.779%	 	$165,000,000
	Class A-4 Certificates	3.055%	 	$188,922,000
	Class A-SB Certificates	2.895%	 	$39,644,000
	Class X-A Certificates	2.198%	(1)	$566,424,000(2)
	Class X-B Certificates	1.075%	(1)	$35,919,000(2)
	Class X-C Certificates	0.000%	(1)(3)	$33,157,000(2)
	Class X-D Certificates	0.000%	(1)(4)	$39,603,000(2)
	Class X-E Certificates	2.471%	(1)	$19,342,000(2)
	Class X-F Certificates	2.471%	(1)	$8,289,000(2)
	Class X-G Certificates	2.471%	(1)	$34,077,980(2)
	Class A-M Certificates	3.379%	 	$50,656,000
	Class B Certificates	3.933%	 	$35,919,000
	Class C Certificates	5.008%	 	$33,157,000
	Class D Certificates	5.008%	 	$39,603,000
	Class E Certificates	2.537%	 	$19,342,000
	Class F Certificates	2.537%	 	$8,289,000
	Class G Certificates	2.537%	 	$34,077,980
	Class R Certificates	NAP(5)	 	N/A
	Class V Certificates	NAP(5)	 	N/A


 

 


 


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



 


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



 


		(3)	The Class X-C Certificates will not be entitled to receive distributions of principal other than
a payment of $100 on the first Distribution Date which will be deemed a payment of principal on the principal balance of the REMIC
regular interest represented by the Class X-C Certificates for federal income tax purposes.



 


		(4)	The Class X-D Certificates will not be entitled to receive distributions of principal other than
a payment of $100 on the first Distribution Date which will be deemed a payment of principal on the principal balance of the REMIC
regular interest represented by the Class X-D Certificates for federal income tax purposes.



 


		(5)	Neither the Class R nor the Class V Certificates will have a Certificate Balance or a
Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available 



 






    -3- 


     


    

 


Funds remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made
to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders
of the Class R Certificates.


 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $736,811,981.


 


The Mall at Rockingham
Park Companion Loans, the Plaza Mexico – Los Angeles Companion Loans, the Holiday Inn Express Nashville - Downtown Companion
Loans, the Renaissance Center Companion Loans, the AG Life Time Fitness Portfolio Companion Loans, the Peachtree Mall Companion
Loans, the TEK Park Companion Loans, the OZRE Leased Fee Portfolio Companion Loans, the At Home Portfolio Companion Loan, the Residence
Inn by Marriott LAX Companion Loans, the Marriott Saddle Brook Companion Loan, the Regent Portfolio Companion Loan, and the 3
Executive Campus Companion Loan (each a “Companion Loan” and collectively, the “Companion Loans”)
are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is
part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will
be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part of
the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be
owned by the related Companion Holders.


 


The Mall at Rockingham
Park Whole Loan consists of The Mall at Rockingham Park Mortgage Loan, The Mall at Rockingham Park Pari Passu Companion Loans and
The Mall at Rockingham Park Subordinate Companion Loans. The Mall at Rockingham Park Mortgage Loan and The Mall at Rockingham Park
Pari Passu Companion Loans are pari passu with each other, and The Mall at Rockingham Park Subordinate Companion Loans are
generally subordinate to The Mall at Rockingham Park Mortgage Loan and The Mall at Rockingham Park Pari Passu Companion Loans.
The Mall at Rockingham Park Mortgage Loan is part of the Trust Fund. The Mall at Rockingham Park Pari Passu Companion Loans and
The Mall at Rockingham Park Subordinate Companion Loans are not part of the Trust Fund. The Mall at Rockingham Park Mortgage Loan,
The Mall at Rockingham Park Pari Passu Companion Loans and The Mall at Rockingham Park Subordinate Companion Loans will be serviced
and administered in accordance with the BBSG 2016-MRP Trust and Servicing Agreement and The Mall at Rockingham Park Intercreditor
Agreement.


 


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


 






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Date,
the Plaza Mexico – Los Angeles Whole Loan will be serviced pursuant to the related Non-Serviced PSA and the Plaza Mexico
– Los Angeles Intercreditor Agreement.


 


The Holiday Inn Express
Nashville - Downtown Whole Loan consists of the Holiday Inn Express Nashville - Downtown Mortgage Loan and the Holiday Inn Express
Nashville - Downtown Pari Passu Companion Loans. The Holiday Inn Express Nashville - Downtown Mortgage Loan and the Holiday Inn
Express Nashville - Downtown Pari Passu Companion Loans are pari passu with each other. The Holiday Inn Express Nashville
– Downtown Mortgage Loan is part of the Trust Fund. The Holiday Inn Express Nashville - Downtown Pari Passu Companion Loans
are not part of the Trust Fund. The Holiday Inn Express Nashville - Downtown Mortgage Loan and the Holiday Inn Express Nashville
- Downtown Pari Passu Companion Loans will initially be serviced and administered in accordance with this Agreement and the Holiday
Inn Express Nashville - Downtown Intercreditor Agreement. From and after the Holiday Inn Express Nashville - Downtown Companion
Loan Securitization Date, the Holiday Inn Express Nashville - Downtown Whole Loan will be serviced pursuant to the related Non-Serviced
PSA and the Holiday Inn Express Nashville - Downtown Intercreditor Agreement.


 


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


 


The AG Life Time Fitness
Portfolio Whole Loan consists of the AG Life Time Fitness Portfolio Mortgage Loan and the AG Life Time Fitness Portfolio Pari Passu
Companion Loans. The AG Life Time Fitness Portfolio Mortgage Loan and the AG Life Time Fitness Portfolio Pari Passu Companion Loans
are pari passu with each other. The AG Life Time Fitness Portfolio Mortgage Loan is part of the Trust Fund. The AG Life Time Fitness
Portfolio Pari Passu Companion Loans are not part of the Trust Fund. The AG Life Time Fitness Portfolio Mortgage Loan and the AG
Life Time Fitness Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with the COMM 2016-CCRE28
PSA and the AG Life Time Fitness Portfolio Intercreditor Agreement.


 


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


 






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Companion
Loan Securitization Date, the Peachtree Mall Whole Loan will be serviced pursuant to the related Non-Serviced PSA and the Peachtree
Mall Intercreditor Agreement.


 


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


 


The OZRE Leased Fee Portfolio
Whole Loan consists of the OZRE Leased Fee Portfolio Mortgage Loan and the OZRE Leased Fee Portfolio Pari Passu Companion Loans.
The OZRE Leased Fee Portfolio Mortgage Loan and the OZRE Leased Fee Portfolio Pari Passu Companion Loans are pari passu with each
other. The OZRE Leased Fee Portfolio Mortgage Loan is part of the Trust Fund. The OZRE Leased Fee Portfolio Pari Passu Companion
Loans are not part of the Trust Fund. The OZRE Leased Fee Portfolio Mortgage Loan and the OZRE Leased Fee Portfolio Pari Passu
Companion Loans will initially be serviced and administered in accordance with the CFCRE 2016-C4 PSA and the OZRE Leased Fee Portfolio
Intercreditor Agreement. From and after the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the OZRE Leased Fee Portfolio
Whole Loan will be serviced pursuant to the related Non-Serviced PSA and the OZRE Leased Fee Portfolio Intercreditor Agreement.


 


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


 


The Residence Inn by
Marriott LAX Whole Loan consists of the Residence Inn by Marriott LAX Mortgage Loan and the Residence Inn by Marriott LAX Pari
Passu Companion Loans. The Residence Inn by Marriott LAX Mortgage Loan and the Residence Inn by Marriott LAX Pari Passu Companion
Loans are pari passu with each other. The Residence Inn by Marriott LAX Mortgage Loan is part of the Trust Fund. The Residence
Inn by Marriott LAX Pari Passu Companion Loans are not part of the Trust Fund. The Residence Inn by Marriott LAX Mortgage Loan
and the Residence Inn by Marriott LAX Pari Passu Companion Loans will initially be serviced and administered in accordance with
this Agreement and the Residence Inn by Marriott LAX Intercreditor Agreement. From and after the Residence Inn by Marriott LAX
Companion Loan Securitization Date, the Residence Inn by Marriott LAX Whole Loan will be serviced pursuant to the related Non-Serviced
PSA and the Residence Inn by Marriott LAX Intercreditor Agreement.


 


The Marriott Saddle Brook
Whole Loan consists of the Marriott Saddle Brook Mortgage Loan and the Marriott Saddle Brook Pari Passu Companion Loan. The Marriott
Saddle Brook Mortgage Loan and the Marriott Saddle Brook Pari Passu Companion Loan are pari passu with each other. The Marriott
Saddle Brook Mortgage Loan is part of the Trust Fund.


 






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The
Marriott Saddle Brook Pari Passu Companion Loan is not part of the Trust Fund. The Marriott Saddle Brook Mortgage Loan and the
Marriott Saddle Brook Pari Passu Companion Loan will be serviced and administered in accordance with this Agreement and the Marriott
Saddle Brook Intercreditor Agreement.


 


The Regent Portfolio
Whole Loan consists of the Regent Portfolio Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan. The Regent Portfolio
Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan are pari passu with each other. The Regent Portfolio Mortgage
Loan is part of the Trust Fund. The Regent Portfolio Pari Passu Companion Loan is not part of the Trust Fund. The Regent Portfolio
Mortgage Loan and the Regent Portfolio Pari Passu Companion Loan will be serviced and administered in accordance with the WFCMT
2016-C34 PSA and the Regent Portfolio Intercreditor Agreement.


 


The 3 Executive Campus
Whole Loan consists of the 3 Executive Campus Mortgage Loan and the 3 Executive Campus Pari Passu Companion Loan. The 3 Executive
Campus Mortgage Loan and the 3 Executive Campus Pari Passu Companion Loan are pari passu with each other. The 3 Executive Campus
Mortgage Loan is part of the Trust Fund. The 3 Executive Campus Pari Passu Companion Loan is not part of the Trust Fund. The 3
Executive Campus Mortgage Loan and the 3 Executive Campus Pari Passu Companion Loan will be serviced and administered in accordance
with the CFCRE 2016-C4 PSA and the 3 Executive Campus Intercreditor Agreement.


 


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


 


Article I



DEFINITIONS


 


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


 


“3 Executive
Campus Intercreditor Agreement”: That certain co-lender agreement, dated as of May 18, 2016, by and between
the holder of the 3 Executive Campus Pari Passu Companion Loan and the holder of the 3 Executive Campus Mortgage Loan, relating
to the relative rights of such holders of the 3 Executive Campus Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“3 Executive
Campus Mortgage Loan”: With respect to the 3 Executive Campus Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 29 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as
promissory note A-2, and is pari passu in right of payment with the 3 Executive Campus Pari Passu Companion Loan to the
extent set forth in the related Mortgage Loan documents and as provided in the 3 Executive Campus Intercreditor Agreement.


 






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“3 Executive
Campus Mortgaged Property”: The Mortgaged Property that secures the 3 Executive Campus Whole Loan.


 


“3 Executive
Campus Pari Passu Companion Loan”: With respect to the 3 Executive Campus Whole Loan, the Companion Loan evidenced by
the related promissory note designated as promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on
the 3 Executive Campus Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment
to the 3 Executive Campus Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 3
Executive Campus Intercreditor Agreement.


 


“3 Executive
Campus Whole Loan”: The 3 Executive Campus Mortgage Loan, together with the 3 Executive Campus Pari Passu Companion Loan,
each of which is secured by the same Mortgage on the 3 Executive Campus Mortgaged Property. References herein to the 3 Executive
Campus Whole Loan shall be construed to refer to the aggregate indebtedness under the 3 Executive Campus Mortgage Loan and the
3 Executive Campus Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be


 






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further
amended in accordance with the terms thereof. For the avoidance of doubt, there is no AB Intercreditor Agreement relating to a
Mortgage Loan serviced under this Agreement.


 


“AB Mortgage
Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the
Trust Fund. For the avoidance of doubt, there is no AB Mortgage Loan serviced under this Agreement.


 


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


 


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


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Pari Passu
Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing
Standard and (unless a Control Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan),
with the consent of the Directing Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence
of a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder
as provided in Section 6.08 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control
Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not
at the time commonly


 






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insured
against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged
Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing
Certificateholder (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control
Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to
respond to the Special Servicer’s request for such consent or consultation; provided, further, that upon the
Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special
Servicer to consult with the Directing Certificateholder or any applicable AB Whole Loan Controlling Holder, as applicable, the
Special Servicer is not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense
of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee


 






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Rate,
the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and,
in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 


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


 


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


 


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


 


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


 


“AG Life Time
Fitness Portfolio Intercreditor Agreement”: That certain co-lender agreement, dated as of May 5, 2016, by and
between the holders of the AG Life Time Fitness Portfolio Pari Passu Companion Loans and the holder of the AG Life Time Fitness
Portfolio Mortgage Loan, relating to the relative rights of such holders of the AG Life Time Fitness Portfolio Whole Loan, as the
same may be further amended in accordance with the terms thereof.


 


“AG Life Time
Fitness Portfolio Mortgage Loan”: With respect to the AG Life Time Fitness Portfolio Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is evidenced by the promissory
note designated as promissory note A-4-2, and is pari passu in right of payment with the AG Life Time Fitness Portfolio
Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the AG Life Time Fitness
Portfolio Intercreditor Agreement.


 


“AG Life Time
Fitness Portfolio Mortgaged Property”: The Mortgaged Property that secures the AG Life Time Fitness Portfolio Whole Loan.


 


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


 






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


 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Loan, or Serviced Pari Passu Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by
the Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or
Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence and during
the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (only with respect to a Mortgage
Loan or Whole Loan other than an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance
of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at
least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal or conducts a valuation described
below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the
applicable Serviced Pari Passu Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of
the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to
any Mortgage Loan (together with any other Mortgage


 






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Loan
cross-collateralized with such Mortgage Loan) or Serviced Pari Passu Whole Loan, as the case may be, with an outstanding principal
balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by
an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by one or more MAI appraisals
obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross collateralized
with such Mortgage Loan) or Serviced Pari Passu Whole Loan, as the case may be, with an outstanding principal balance less than
$2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying
any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows,
letters of credit and reserves in respect of such Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable, as of the date
of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to
the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced
Pari Passu Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan,
any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on
the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable,
not reimbursed from proceeds of such Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable, and interest thereon at the
Reimbursement Rate in respect of such Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable, and (C) all currently
due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts
due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or
Serviced Pari Passu Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject
of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the
Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60)
days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i)
and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i))
or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency
for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the
current Stated Principal Balance of the related Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated
as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall
be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with respect to
an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special
Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth
in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the
definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal
within the ninety (90) day period or one hundred twenty (120) day period, as


 






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


 


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


 


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


 


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


 


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


 






    -14- 


     


    

 


Reduction
Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been
reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, and the Operating Advisor,
or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -15- 


     


    

 


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


 


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


 


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


 


“Asset Review
Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan
in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2) at
least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal
balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of
all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust
as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
that is delinquent in respect of


 






    -16- 


     


    

 


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


 


“At Home Portfolio
Intercreditor Agreement”: That certain agreement between noteholders, dated as of June 16, 2016, by and between the holder
of the At Home Portfolio Pari Passu Companion Loan and the holder of the At Home Portfolio Mortgage Loan, relating to the relative
rights of such holders of the At Home Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“At Home Portfolio
Mortgage Loan”: With respect to the At Home Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 17 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory note
A-1, and is pari passu in right of payment with the At Home Portfolio Pari Passu Companion Loan to the extent set forth
in the related Mortgage Loan documents and as provided in the At Home Portfolio Intercreditor Agreement.


 


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


 


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


 


“At Home Portfolio
Pooling and Servicing Agreement”: Any pooling agreement and servicing agreement that creates a trust whose assets include
the At Home Portfolio Pari Passu Companion Loan.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -18- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“BBSG 2016-MRP
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of June 1, 2016, among Barclays Commercial
Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as servicer, Torchlight Loan Services, LLC, as special
servicer, and U.S. Bank National Association, as trustee and certificate administrator,


 






    -19- 


     


    

 


as
from time to time amended, supplemented or modified relating to the issuance of the BBSG 2016-MRP, Commercial Mortgage Pass-Through
Certificates, Series 2016-MRP.


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, Restricted Mezzanine Holder or any Borrower Party Affiliate.


 


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


 


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


 


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


 


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





“CCRE”:
Cantor Commercial Real Estate Lending, L.P., in its capacity as a Mortgage Loan Seller, and its successors in interest.







 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C5, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


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


 






    -20- 


     


    

 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00815%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by the Special


 






    -21- 


     


    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.



 






    -22- 


     


    

  


“Certifying
Servicer”: As defined in Section 11.09.


 


“CFCRE 2016-C4
PSA”: The pooling and servicing agreement, dated as of May 1, 2016, between CCRE Commercial Mortgage Securities, L.P.,
as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, U.S.
Bank National Association, as trustee, certificate administrator and paying agent, U.S. Bank National Association, as custodian,
Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations reviewer,
as from time to time amended, supplemented or modified relating to the issuance of the issuance of the CCRE Commercial Mortgage
Securities, L.P., CFCRE 2016-C4 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2016-C4.


 


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


 


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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.345%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.491%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.779%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.055%.


 






    -23- 


     


    




 


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


 


“Class A-M Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.379%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.895%.


 


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


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.933%.


 


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


 


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


 


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


 


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


 


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


 


“Class E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.537%.


 






    -24- 


     


    

 


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


 


“Class F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.537%.


 


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


 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.537%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -25- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class V
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Closing Date”:
July 19, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Collection Account”.
Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account
that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent
set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b)
that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit
in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a
Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in
the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
Period is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or Companion Loan relating to such
Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection
Period and not during any other Collection Period.


 


“COMM 2016-CCRE28
PSA”: The pooling and servicing agreement, dated as of February 1, 2016, between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC
Bank, National Association, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and
Park Bridge Lender Services LLC, as asset representations reviewer, as from time to time amended, supplemented or modified relating
to the issuance of the issuance of the Deutsche Mortgage & Asset Receiving Corporation, COMM 2016-CCRE28 Mortgage Trust Commercial
Mortgage Pass Through Certificates, Series 2016-CCRE28.


 






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“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans, relating
to the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Companion
Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an
Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the
Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
As defined in the Preliminary Statement.


 


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


 


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


 


“Compensating
Interest Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage
Loans (other than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any
Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.00250% per annum, (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans)
(and, so long as a Serviced Pari Passu Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) subject
to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the
Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to
such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls
be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master


 






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Servicer’s
allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage
Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default
under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment
in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long as
no Control Termination Event has occurred and is continuing, and only with respect to Mortgage Loans other than Excluded Loans,
the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for
purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without
regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


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


 


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


 


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


 


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


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class F
Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise
any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling
class certificateholder pursuant to Section 3.23(l), provided, however, that a Control Termination 





 






    -31- 


     


    

 


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


 


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


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee SGCMS 2016-C5; and (iii) for all other purposes, to the Certificate Administrator
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), SG Commercial Mortgage Securities
Trust 2016-C5, telecopy number (410) 715-2380.


 


“Corrected Loan”:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such
purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether
by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and
(provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during
such preceding three (3) months, no additional default is foreseeable in the reasonable judgment of the Special Servicer and no
other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute a Specially
Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing
the information called for in, the downloadable


 






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form
of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time
on the CREFC® Website.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic
Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan
File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan
Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC®
Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance
Recovery Report. In addition, the CREFC®


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information


 






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as
may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


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


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


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


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Depositor”:
SG Commercial Mortgage Securities, LLC, or its successor in interest.


 


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


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the sixth (6th) day of each calendar month (or, if the
sixth (6th) calendar day of that month is not a Business Day, then the next Business Day, commencing in August
2016.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(xiii)         
any related mezzanine intercreditor agreement;


 


(xiv)         
all related environmental reports; and


 


(xv)          
all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)         
a copy of all zoning reports;


 


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


 


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


 


(n)         
a copy of all UCC searches;


 


(o)         
a copy of all litigation searches;


 


(p)         
a copy of all bankruptcy searches;


 






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(q)         
a copy of any origination settlement statement;


 


(r)          
a copy of the Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be RREF III Debt AIV, LP, a Delaware limited partnership. Thereafter, the Directing
Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the
Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from time to time; provided,
however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon
receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case
of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling
Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After
the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder shall only retain its
consultation rights to the extent specifically provided for herein. After the occurrence of a Consultation Termination Event, there
will be no Directing Certificateholder. The Depositor shall promptly provide the


 






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name
and contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class
Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the
rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder and no party will be entitled
to exercise any of the rights of the Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated
pursuant to Section 3.23(l) hereof and a new Directing Certificateholder is appointed in accordance with the terms
hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing
Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation
of the then-current Directing Certificateholder.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in August 2016. The initial
Distribution Date shall be August 12, 2016.


 


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


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties


 






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identified
by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting
requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear
on the Do Not Hire List.


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


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


 






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from
each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained by
or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust
account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust
company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the deposits are to be
held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s
(if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers,
acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject
to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest.
No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


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


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a
special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating
or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special
servicer or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will


 






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make
the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that
is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee, a certificate administrator, a master
servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates;
(d) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration
(x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor
special servicer to become a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business
of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience
in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset
management and experience in the workout and management of distressed commercial real estate assets.


 


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


 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements
of Final Authorization Number 2011-05E (as such exemption may be amended from time to time) as of the date of the acquisition of
such Certificate by a Plan. As of the Closing Date, each of the Class X-E, Class X-F, Class X-G, Class E, Class F
and Class G Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan


 






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documents.
The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class V, Excess Interest Distribution Account”, and which must be
an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for
the benefit of the Holders of the Class V Certificates. The Excess Interest Distribution Account shall not be an asset of
either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 






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


 


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


 


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


 


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


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is
not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As of the Closing Date,
there are no Excluded Controlling Class Loans related to the Trust.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to
Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the
Master Servicer, the Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant
to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard
to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable. With respect to all Mortgage Loans other than Excluded Loans, prior to the occurrence and continuance of any Control
Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery
determination by the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such
consent shall be deemed given.


 


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


 






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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
Liquidation Proceeds were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of SG Commercial Mortgage Securities Trust 2016-C5,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Gain-on-Sale Reserve Account”. Any such account shall be an
Eligible Account or a subaccount of an Eligible Account.


 


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


 


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


 


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


 


“Holiday Inn
Express Nashville - Downtown Companion Loan Securitization Date”: The date on which the Holiday Inn Express Nashville
- Downtown Controlling Pari Passu Companion Loan is included in a securitization trust.


 


“Holiday Inn
Express Nashville - Downtown Controlling Pari Passu Companion Loan”: The Holiday Inn Express Nashville - Downtown Pari
Passu Companion Loan evidenced by the related promissory note designated as promissory note A-1.


 


“Holiday Inn
Express Nashville - Downtown Intercreditor Agreement”: That certain co-lender agreement, dated July 19, 2016, by and
between the holders of the Holiday Inn Express Nashville - Downtown Pari Passu Companion Loans and the holder of the Holiday Inn
Express Nashville - Downtown Mortgage Loan, relating to the relative rights of such holders of the Holiday Inn Express Nashville
- Downtown Whole Loan, as the same may be further amended in accordance with the terms thereof.


 






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“Holiday Inn
Express Nashville - Downtown Mortgage Loan”: With respect to the Holiday Inn Express Nashville - Downtown Whole Loan,
the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is
designated as promissory note A-2, and is pari passu in right of payment with the Holiday Inn Express Nashville - Downtown
Pari Passu Companion Loans to the extent set forth in the Holiday Inn Express Nashville - Downtown Intercreditor Agreement.


 


“Holiday Inn
Express Nashville - Downtown Mortgaged Property”: The Mortgaged Property that secures the Holiday Inn Express Nashville
- Downtown Whole Loan.


 


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


 


“Holiday Inn
Express Nashville - Downtown Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust
whose assets include the Holiday Inn Express Nashville - Downtown Controlling Pari Passu Companion Loan.


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with
one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does
not have any material direct financial interest in or any material indirect financial interest in any of the


 






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


 


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


 


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


 






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“Initial Purchasers”:
SG Americas Securities, LLC, Cantor Fitzgerald & Co., Natixis Securities Americas LLC, Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: Each of The Mall at Rockingham Park Intercreditor Agreement, the Plaza Mexico – Los Angeles Intercreditor
Agreement, the Holiday Inn Express Nashville - Downtown Intercreditor Agreement, the Renaissance Center Intercreditor Agreement,
the AG Life Time Fitness Portfolio Intercreditor Agreement, the Peachtree Mall


 






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Intercreditor
Agreement, the TEK Park Intercreditor Agreement, the OZRE Leased Fee Portfolio Intercreditor Agreement, the At Home Portfolio
Intercreditor Agreement, the Residence Inn by Marriott LAX Intercreditor Agreement, the Marriott Saddle Brook Intercreditor Agreement,
the Regent Portfolio Intercreditor Agreement, and the 3 Executive Campus Intercreditor Agreement and any intercreditor agreement
entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine
indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


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


 






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month’s
interest on that amount remaining unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B,
Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person
executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is not a Borrower Party,
in which case such Person shall have access to all the reports and information made available to Certificateholders via
the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the
reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other
than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate
Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep
any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded
Controlling Class Holder (i) shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class
Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such


 






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Excluded
Controlling Class Holder via the Certificate Administrator’s Website) and (ii) shall be considered a Privileged Person
for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan. The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance
with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender
upon notice from any party to this Agreement that such mezzanine lender has accelerated the related mezzanine loan or commenced
foreclosure proceedings against the equity collateral pledged to secure the related mezzanine loan.


 


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


 


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


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 5
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion
Holder or any mezzanine lender (as


 






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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee
has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or
discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property,
as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase
of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing
Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the
Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special
Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially
Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing
Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation
Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination
of the Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition
of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition
of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming
exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement,
(d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage
Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other
Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs
prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan
by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the
Other Securitization; or (e) if a Mortgage Loan or Serviced Pari Passu Whole Loan becomes a Specially Serviced Loan solely
because of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing
Transfer


 






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Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Pari Passu Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not
payable due to the application of any of clauses (a) through (e) above, the Special Servicer may still collect
and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by,
the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within
the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable
Mortgage Loan Seller makes such Loss of Value Payment within 90 days of receipt of notice of a breach (and giving effect to an
extension period of 90 days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan)
and REO Property; provided that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation
Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation
Fee equal to $25,000.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of SG Commercial Mortgage Securities Trust 2016-C5,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Lower-Tier REMIC Distribution Account”. Any such account,
accounts or sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 






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


 


“Marriott Saddle
Brook Intercreditor Agreement”: That certain co-lender agreement, dated as of July 19, 2016, by and between the holder
of the Marriott Saddle Brook Pari Passu Companion Loan and the holder of the Marriott Saddle Brook Mortgage Loan, relating to the
relative rights of such holders of the Marriott Saddle Brook Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“Marriott Saddle
Brook Mortgage Loan”: With respect to the Marriott Saddle Brook Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 23 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated
as promissory note A-1, and is pari passu in right of payment with the Marriott Saddle Brook Pari Passu Companion Loan to
the extent set forth in the related Mortgage Loan documents and as provided in the Marriott Saddle Brook Intercreditor Agreement.


 


“Marriott Saddle
Brook Mortgaged Property”: The Mortgaged Property that secures the Marriott Saddle Brook Whole Loan.


 


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


 


“Marriott Saddle
Brook Pooling and Servicing Agreement”: Any pooling agreement and servicing agreement that creates a trust whose assets
include the Marriott Saddle Brook Pari Passu Companion Loan.


 


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


 


“Master Servicer”:
Wells Fargo Bank, National Association, or any successor thereto (as Master Servicer) appointed as provided herein.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)          
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to
the order of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of SG


 






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Commercial
Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, without recourse, representation
or warranty” or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original
Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together
with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)         an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for
the benefit of the registered holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5” (or in the case of any Serviced Pari Passu Whole Loan, in its capacity as “Lead Securitization Note
Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders)
and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable
form (or, if the related Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof
certified to be the copy of such Assignment of Mortgage submitted to or to be submitted for recording); provided that with respect
to each Servicing Shift Whole Loan, such Assignments shall be executed in blank until the earlier of (x) the related Servicing
Shift Companion Loan Securitization Date, and (y) 180 days after the Closing Date;


 


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


 


(v)          an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank
or in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of SG Commercial
Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5” (or in the case of any
Serviced Pari Passu Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the copy of such Assignment submitted
or to be submitted for recording); provided that with respect to each Servicing Shift Whole Loan, such Assignments


 






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shall
be executed in blank until the earlier of (x) the related Servicing Shift Companion Loan Securitization Date, and (y) 180 days
after the Closing Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)        the original or copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to such
Mortgage Loan or Serviced Pari Passu Whole Loan;


 


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


 


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


 


(xv)        the original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage
Loan or Serviced Pari


 






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Passu
Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Pari Passu Whole Loan;


 


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


 


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


 


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


 


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


 


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if
there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in
the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall
be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect
to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the
Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits
intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title
for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit
of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection
with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable
Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of the definition
of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing the applicable Mortgage
Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii),
(ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee
and need only be in such form as was


 






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delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in
connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related Mortgage
File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery,
in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified
above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements
of clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA (in
such form as was delivered to the custodian under the related Non-Serviced PSA).


 


Notwithstanding any contrary provision
set forth above, with respect to a Servicing Shift Mortgage Loan: (1) instruments of assignment may be in blank and need not be
recorded pursuant to this Agreement until the earliest of (i) the related Servicing Shift Companion Loan Securitization Date, in
which case such instruments shall be assigned and recorded in accordance with the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related
Servicing Shift Companion Loan Securitization Date, in which case such assignments shall be completed and recorded in accordance
with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date, in which case assignments
shall be completed and recordations shall be effected in accordance with this Agreement upon such occurrence; and (2) following
the related Servicing Shift Companion Loan Securitization Date, the Person selling the related Companion Loan to the related Non-Serviced
Depositor, at its own expense, shall be entitled to direct the Trustee or Custodian to deliver the originals of all related Loan
Documents in its possession (other than the promissory note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding
allonges) to the related Non-Serviced Trustee or the Non-Serviced Custodian. Such Person will require the retention by or delivery
to the Trustee or Custodian of photocopies of the Loan Documents so delivered to such Non-Serviced Trustee or Non-Serviced Custodian.
Such Person shall also cause the completion and recordation of instruments of assignment in the name of such Non-Serviced Trustee,
and shall be required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded;
provided that, to the extent any such assignments have been recorded prior to the related Servicing Shift Mortgage Loan Controlling
Note Securitization Date, the Trustee shall execute and deliver assignments to the Non-Serviced Trustee.


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 






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


 


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


 


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


 


(ii)         
the Mortgagor’s name;


 


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


 


(iv)         the Mortgage Rate in effect at origination;


 


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


 


(vi)         the original principal balance;


 


(vii)        the Cut-off Date Balance;


 


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


 


(ix)         the original and remaining amortization terms;


 


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


 


(xi)         the applicable Servicing Fee Rate;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(xix)        number of grace days;


 


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


 


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


 


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


 


(xxiii)      the Anticipated Repayment Date, if applicable;


 


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


 


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


 


(xxvi)      the Administrative Cost Rate; and


 


(xxvii)     the Due Date.


 


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


 


“Mortgage
Loan Seller”: Each of (i) Société Générale, a société anonyme
organized under the laws of France, or its successor in interest, (ii) Cantor Commercial Real Estate Lending, L.P., in its capacity as a Mortgage Loan Seller, and its successors
in interest, (iii) Benefit Street Partners CRE Finance
LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest, (iv) Silverpeak Real Estate Finance LLC,
a Delaware limited liability company, or its successor in interest, and (v) Natixis Real Estate Capital LLC, a Delaware
limited liability company, or its successor in interest.


 


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


 






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


 


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


 


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


 


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


 


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


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion
of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor; provided, further,
that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then,
solely for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such
Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest


 






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would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the
related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage
Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap
year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date
in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts
withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate
shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option, make a determination
in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable
P&I Advance and shall


 






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deliver
to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator,
the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination will
be conclusive and binding upon the Master Servicer and the Trustee, provided, however, that the Special Servicer
shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in
the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance,
such decision shall remain with the Master Servicer or Trustee, as applicable. If a Special Servicer makes a determination that
only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master
Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan,
if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal
and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination
shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the
related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer,
the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced
Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced
Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master
Servicer, the Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the
obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been
modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies,
as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the
recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds are a source
of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred
Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give
due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to
other Mortgage Loans, the reimbursement of which, at the time of such consideration,


 






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is being deferred or delayed by the Master
Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred
or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the
Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.
The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I
Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any
updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the
Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an
Excluded Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case
of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s
Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent
available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include
any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination
shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Pari Passu Whole Loan or REO Property which, in the reasonable judgment of the Master
Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued
and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan, Serviced Pari Passu Whole Loan or REO Property. In making such recoverability determination, such Person will be entitled
(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan
or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in


 






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their
“as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with
the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes with respect
to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the
case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of
any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the
Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that
related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery
for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage
Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the
case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed
to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage
Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider
notice of


 






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such determination. Any such determination will be conclusive and binding upon the Master Servicer and the Trustee,
provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination
that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such
Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the
Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status,
property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion
Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances
hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required
to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a Servicing Advance is
or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer shall
not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than
emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


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


 


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


 


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


 






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“Non-Serviced
Companion Loan”: Each of The Mall at Rockingham Park Companion Loans, after the Plaza Mexico – Los Angeles Companion
Loan Securitization Date, the Plaza Mexico – Los Angeles Pari Passu Companion Loans, after the Holiday Inn Express Nashville
- Downtown Companion Loan Securitization Date, the Holiday Inn Express Nashville - Downtown Companion Loans, after the Renaissance
Center Companion Loan Securitization Date, the Renaissance Center Companion Loans, the AG Life Time Fitness Portfolio Pari Passu
Companion Loans, after the Peachtree Mall Companion Loan Securitization Date, the Peachtree Mall Companion Loans, the OZRE Leased
Fee Portfolio Pari Passu Companion Loans, after the Residence Inn by Marriott LAX Companion Loan Securitization Date, the Residence
Inn by Marriott LAX Companion Loans, the Regent Portfolio Pari Passu Companion Loan, and the 3 Executive Campus Pari Passu
Companion Loan.


 


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


 


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


 


“Non-Serviced
Directing Certificateholder”: Each of: (i) with respect to The Mall at Rockingham Park Whole Loan, the directing
certificateholder (or the equivalent) under the BBSG 2016-MRP Trust and Servicing Agreement; (ii) with respect to the Plaza
Mexico – Los Angeles Whole Loan, after the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the directing
certificateholder (or the equivalent) under the related Non-Serviced PSA; (iii) with respect to the Holiday Inn Express Nashville
- Downtown Whole Loan, after the Holiday Inn Express Nashville - Downtown Companion Loan Securitization Date, the directing certificateholder
(or the equivalent) under the related Non-Serviced PSA; (iv) with respect to the Renaissance Center Whole Loan, after the
Renaissance Center Companion Loan Securitization Date, the directing certificateholder (or the equivalent) under the related Non-Serviced
PSA; (v) with respect to the AG Life Time Fitness Portfolio Whole Loan, the directing certificateholder (or the equivalent)
under the COMM 2016-CCRE28 PSA; (vi) with respect to the Peachtree Mall Whole Loan, after the Peachtree Mall Companion Loan
Securitization Date, the directing certificateholder (or the equivalent) under the related Non-Serviced PSA; (vii) with respect
to the OZRE Leased Fee Portfolio Whole Loan, prior to the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the directing
certificateholder (or the equivalent) under the CFCRE 2016-C4 PSA, and after the OZRE Leased Fee Portfolio Companion Loan Securitization
Date, the directing certificateholder (or the equivalent) under the related Non-Serviced PSA; (viii) with respect to the Residence
Inn by Marriott LAX Whole Loan, after the Residence Inn by Marriott LAX Companion Loan Securitization Date, the directing certificateholder
(or the equivalent) under the related Non-Serviced PSA; (ix) with respect to the Regent Portfolio Whole Loan, the directing
certificateholder (or the equivalent) under the WFCMT 2016-C34 PSA; and (x) with respect to the 3 Executive Campus Whole Loan,
the directing certificateholder (or the equivalent) under the CFCRE 2016-C4 PSA.


 


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


 


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


 






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“Non-Serviced
Intercreditor Agreement”: Each of The Mall at Rockingham Park Intercreditor Agreement, after the Plaza Mexico –
Los Angeles Companion Loan Securitization Date, the Plaza Mexico – Los Angeles Intercreditor Agreement, after the Holiday
Inn Express Nashville - Downtown Companion Loan Securitization Date, the Holiday Inn Express Nashville - Downtown Intercreditor
Agreement, after the Renaissance Center Companion Loan Securitization Date, the Renaissance Center Intercreditor Agreement, the
AG Life Time Fitness Portfolio Intercreditor Agreement, after the Peachtree Mall Companion Loan Securitization Date, the Peachtree
Mall Intercreditor Agreement, the OZRE Leased Fee Portfolio Intercreditor Agreement, after the Residence Inn by Marriott LAX Companion
Loan Securitization Date, the Residence Inn by Marriott LAX Intercreditor Agreement, the Regent Portfolio Intercreditor Agreement,
and the 3 Executive Campus Intercreditor Agreement.


 


“Non-Serviced
Master Servicer”: Each of: (i) with respect to The Mall at Rockingham Park Whole Loan, the master servicer under
the BBSG 2016-MRP Trust and Servicing Agreement; (ii) with respect to the Plaza Mexico – Los Angeles Whole Loan, after
the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the master servicer under the related Non-Serviced PSA;
(iii) with respect to the Holiday Inn Express Nashville - Downtown Whole Loan, after the Holiday Inn Express Nashville - Downtown
Companion Loan Securitization Date, the master servicer under the related Non-Serviced PSA; (iv) with respect to the Renaissance
Center Whole Loan, after the Renaissance Center Companion Loan Securitization Date, the master servicer under the related Non-Serviced
PSA; (v) with respect to the AG Life Time Fitness Portfolio Whole Loan, the master servicer under the COMM 2016-CCRE28 PSA;
(vi) with respect to the Peachtree Mall Whole Loan, after the Peachtree Mall Companion Loan Securitization Date, the master
servicer under the related Non-Serviced PSA; (vii) with respect to the OZRE Leased Fee Portfolio Whole Loan, prior to the
OZRE Leased Fee Portfolio Companion Loan Securitization Date, the master servicer under the CFCRE 2016-C4 PSA, and after the OZRE
Leased Fee Portfolio Companion Loan Securitization Date, the master servicer under the related Non-Serviced PSA; (viii) with
respect to the Residence Inn by Marriott LAX Whole Loan, after the Residence Inn by Marriott LAX Companion Loan Securitization
Date, the master servicer under the related Non-Serviced PSA; (ix) with respect to the Regent Portfolio Whole Loan, the master
servicer under the WFCMT 2016-C34 PSA; and (x) with respect to the 3 Executive Campus Whole Loan, the master servicer under
the CFCRE 2016-C4 PSA.


 


“Non-Serviced
Mortgage Loan”: Each of The Mall at Rockingham Park Mortgage Loan, after the Plaza Mexico – Los Angeles Companion
Loan Securitization Date, the Plaza Mexico – Los Angeles Mortgage Loan, after the Holiday Inn Express Nashville - Downtown
Companion Loan Securitization Date, the Holiday Inn Express Nashville - Downtown Mortgage Loan, after the Renaissance Center Companion
Loan Securitization Date, the Renaissance Center Mortgage Loan, the AG Life Time Fitness Portfolio Mortgage Loan, after the Peachtree
Mall Companion Loan Securitization Date, the Peachtree Mall Mortgage Loan, the OZRE Leased Fee Portfolio Mortgage Loan, after the
Residence Inn by Marriott LAX Companion Loan Securitization Date, the Residence Inn by Marriott LAX Mortgage Loan, the Regent Portfolio
Mortgage Loan, and the 3 Executive Campus Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of The Mall at Rockingham Park Mortgaged Property, after the Plaza Mexico – Los Angeles
Companion Loan Securitization


 






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Date,
the Plaza Mexico – Los Angeles Mortgaged Property, after the Holiday Inn Express Nashville - Downtown Companion Loan Securitization
Date, the Holiday Inn Express Nashville - Downtown Mortgaged Property, after the Renaissance Center Companion Loan Securitization
Date, the Renaissance Center Mortgaged Property, the AG Life Time Fitness Portfolio Mortgaged Property, after the Peachtree Mall
Companion Loan Securitization Date, the Peachtree Mall Mortgaged Property, the OZRE Leased Fee Portfolio Mortgaged Property, after
the Residence Inn by Marriott LAX Companion Loan Securitization Date, the Residence Inn by Marriott LAX Mortgaged Property, the
Regent Portfolio Mortgaged Property, and the 3 Executive Campus Mortgaged Property.


 


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


 


“Non-Serviced
Pari Passu Companion Loan”: Each of The Mall at Rockingham Park Pari Passu Companion Loans.


 


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


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (a) The Mall at Rockingham Park Mortgage Loan, 0.00125% per annum, (b) the
AG Life Time Fitness Portfolio Mortgage Loan, 0.0225% per annum, (c) OZRE Leased Fee Portfolio Mortgage Loan, 0.0225% per annum,
(d) Regent Portfolio Mortgage Loan, 0.0025% per annum, (e) 3 Executive Campus Mortgage Loan, 0.0225% per annum and (f) each Servicing
Shift Mortgage Loan after the related Servicing Shift Companion Loan Securitization Date, the per annum rate as set forth in the
related Non Serviced PSA for such Servicing Shift Mortgage Loan.


 


“Non-Serviced
PSA”: Each of: (i) with respect to The Mall at Rockingham Park Whole Loan, the BBSG 2016-MRP Trust and Servicing
Agreement; (ii) with respect to the Plaza Mexico – Los Angeles Whole Loan, after the Plaza Mexico – Los Angeles
Companion Loan Securitization Date, the related servicing agreement relating to the securitization of the Plaza Mexico –
Los Angeles Controlling Pari Passu Companion Loan; (iii) with respect to the Holiday Inn Express Nashville - Downtown Whole
Loan, after the Holiday Inn Express Nashville - Downtown Companion Loan Securitization Date, the related servicing agreement relating
to the securitization of the Holiday Inn Express Nashville – Downtown Controlling Pari Passu Companion Loan; (iv) with
respect to the Renaissance Center Whole Loan, after the Renaissance Center Companion Loan Securitization Date, the related servicing
agreement relating to the securitization of the Holiday Inn Express Nashville – Downtown Controlling Pari Passu Companion
Loan; (v) with respect to the AG Life Time Fitness Portfolio Whole Loan, the COMM 2016-CCRE28 PSA; (vi) with respect
to the Peachtree Mall Whole Loan, after the Peachtree Mall Companion Loan Securitization Date, the related servicing agreement
relating to the securitization of the Peachtree Mall Controlling Pari Passu Companion Loan; (vii) with respect to the OZRE
Leased Fee Portfolio Whole Loan, prior to the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the CFCRE 2016-C4 PSA,
and after the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the related servicing agreement relating to the securitization
of the OZRE Leased Fee Portfolio Controlling Pari Passu Companion Loan; (viii) with respect to the Residence Inn by Marriott
LAX Whole Loan, after the Residence Inn by Marriott LAX Companion Loan Securitization Date, the related servicing agreement relating
to


 






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the
securitization of the Residence Inn by Marriott LAX Controlling Pari Passu Companion Loan; (ix) with respect to the Regent
Portfolio Whole Loan, the WFCMT 2016-C34 PSA; and (x) with respect to the 3 Executive Campus Whole Loan, the CFCRE 2016-C4
PSA.


 


“Non-Serviced
Special Servicer”: Each of: (i) with respect to The Mall at Rockingham Park Whole Loan, the special servicer under
the BBSG 2016-MRP Trust and Servicing Agreement; (ii) with respect to the Plaza Mexico – Los Angeles Whole Loan, after
the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the special servicer under the related Non-Serviced PSA;
(iii) with respect to the Holiday Inn Express Nashville - Downtown Whole Loan, after the Holiday Inn Express Nashville - Downtown
Companion Loan Securitization Date, the special servicer under the related Non-Serviced PSA; (iv) with respect to the Renaissance
Center Whole Loan, after the Renaissance Center Companion Loan Securitization Date, the special servicer under the related Non-Serviced
PSA; (v) with respect to the AG Life Time Fitness Portfolio Whole Loan, the special servicer under the COMM 2016-CCRE28 PSA;
(vi) with respect to the Peachtree Mall Whole Loan, after the Peachtree Mall Companion Loan Securitization Date, the special
servicer under the related Non-Serviced PSA; (vii) with respect to the OZRE Leased Fee Portfolio Whole Loan, prior to the
date of the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the special servicer under the CFCRE 2016-C4 PSA, and
after the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the special servicer under the related Non-Serviced PSA;
(viii) with respect to the Residence Inn by Marriott LAX Whole Loan, after the Residence Inn by Marriott LAX Companion Loan
Securitization Date, the special servicer under the related Non-Serviced PSA; (ix) with respect to the Regent Portfolio Whole
Loan, the special servicer under the WFCMT 2016-C34 PSA; and (x) with respect to the 3 Executive Campus Whole Loan, the special
servicer under the CFCRE 2016-C4 PSA.


 


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


 


“Non-Serviced
Trustee”: Each of: (i) with respect to The Mall at Rockingham Park Whole Loan, the trustee under the BBSG 2016-MRP
Trust and Servicing Agreement; (ii) with respect to the Plaza Mexico – Los Angeles Whole Loan, after the Plaza Mexico
– Los Angeles Companion Loan Securitization Date, the trustee under the related Non-Serviced PSA; (iii) with respect
to the Holiday Inn Express Nashville - Downtown Whole Loan, after the Holiday Inn Express Nashville - Downtown Companion Loan Securitization
Date, the trustee under the related Non-Serviced PSA; (iv) with respect to the Renaissance Center Whole Loan, after the Renaissance
Center Companion Loan Securitization Date, the trustee under the related Non-Serviced PSA; (v) with respect to the AG Life
Time Fitness Portfolio Whole Loan, the trustee under the COMM 2016-CCRE28 PSA; (vi) with respect to the Peachtree Mall Whole
Loan, after the Peachtree Mall Companion Loan Securitization Date, the trustee under the related Non-Serviced PSA; (vii) with
respect to the OZRE Leased Fee Portfolio Whole Loan, prior to the OZRE Leased Fee Portfolio Companion Loan Securitization Date,
the trustee under the CFCRE 2016-C4 PSA, and after the OZRE Leased Fee Portfolio Companion Loan Securitization Date, the trustee
under the related Non-Serviced PSA; (viii) with respect to the Residence Inn by Marriott LAX Whole Loan, after the Residence
Inn by Marriott LAX Companion Loan Securitization Date, the trustee under the related Non-Serviced PSA; (ix) with respect
to the Regent Portfolio Whole Loan, the trustee under the WFCMT 2016-C34 PSA; and (x) with respect to the 3 Executive Campus
Whole Loan, the trustee under the CFCRE 2016-C4 PSA.


 






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“Non-Serviced
Whole Loan”: Each of The Mall at Rockingham Park Whole Loan, after the Plaza Mexico – Los Angeles Companion Loan
Securitization Date, the Plaza Mexico – Los Angeles Whole Loan, after the Holiday Inn Express Nashville - Downtown Companion
Loan Securitization Date, the Holiday Inn Express Nashville - Downtown Whole Loan, after the Renaissance Center Companion Loan
Securitization Date, the Renaissance Center Whole Loan, the AG Life Time Fitness Portfolio Whole Loan, after the Peachtree Mall
Companion Loan Securitization Date, the Peachtree Mall Whole Loan, the OZRE Leased Fee Portfolio Whole Loan, after the Residence
Inn by Marriott LAX Companion Loan Securitization Date, the Residence Inn by Marriott LAX Whole Loan, the Regent Portfolio Whole
Loan, and the 3 Executive Campus Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay)
with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans), payable pursuant to Section 3.05 of
this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related Mortgagor
as a separately identifiable fee; provided, further, that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however, that
to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates have been reduced
to zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in full to the Operating
Advisor as an expense of the Trust; provided, further, that the Master Servicer or the Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO Loan (but excluding each Non-Serviced Mortgage Loan and each Companion
Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of (i) 0.00346% (other than with respect to the TEK Park Mortgage Loan, the At Home Portfolio Mortgage Loan, and the
Marriott Saddle Brook Mortgage Loan), (ii) 0.0120% with respect to the TEK Park Mortgage Loan, (iii) 0.0146% with respect
to the At Home Portfolio Mortgage Loan, and (iv) 0.0169% with respect to the Marriott Saddle Brook Mortgage Loan.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Other Pooling
and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates a trust whose
assets include any Serviced Companion Loan.


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


“OZRE Leased
Fee Portfolio Companion Loan Securitization Date”: The date on which the OZRE Leased Fee Portfolio Controlling Pari Passu
Companion Loan is included in a securitization trust.


 


“OZRE Leased
Fee Portfolio Controlling Pari Passu Companion Loan”: The OZRE Leased Fee Portfolio Pari Passu Companion Loan evidenced
by the related promissory note designated as promissory note A-2-1.


 


“OZRE Leased
Fee Portfolio Intercreditor Agreement”: That certain co-lender agreement, dated as of May 18, 2016, by and
between the holders of the OZRE Leased Fee Portfolio Pari Passu Companion Loans and the holder of the OZRE Leased Fee Portfolio
Mortgage Loan, relating to the relative rights of such holders of the OZRE Leased Fee Portfolio Whole Loan, as the same may be
further amended in accordance with the terms thereof.


 


“OZRE Leased
Fee Portfolio Mortgage Loan”: With respect to the OZRE Leased Fee Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule), which is evidenced by the promissory note
designated as promissory note A-2-2, and is pari passu in right of payment with the OZRE Leased Fee Portfolio Pari Passu
Companion Loans to the extent set forth in the related Mortgage Loan documents and as provided in the OZRE Leased Fee Portfolio
Intercreditor Agreement.


 


“OZRE Leased
Fee Portfolio Mortgaged Property”: The Mortgaged Property that secures the OZRE Leased Fee Portfolio Whole Loan.


 


“OZRE Leased
Fee Portfolio Pari Passu Companion Loans”: With respect to the OZRE Leased Fee Portfolio Whole Loan, the Companion Loans
evidenced by the related


 






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promissory
notes designated as promissory notes A-1, A-2-1, A-3, A-4, A-5, A-6, A-7 and A-8 and made by the related Mortgagor and secured
by the Mortgage on the OZRE Leased Fee Portfolio Mortgaged Property, which are not included in the Trust and which are pari
passu in right of payment to the OZRE Leased Fee Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the OZRE Leased Fee Portfolio Intercreditor Agreement.


 


“OZRE Leased
Fee Portfolio Pooling and Servicing Agreement”: After the OZRE Leased Fee Portfolio Companion Loan Securitization Date,
any pooling and servicing agreement that creates a trust whose assets include the OZRE Leased Fee Portfolio Controlling Pari Passu
Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu
Mortgage Loan”: Each of the Serviced Mortgage Loans or the Non-Serviced Mortgage Loans.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-M Pass-Through Rate, the Class B
Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through
Rate, the Class X-C Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-E Pass-Through Rate, the Class X-F
Pass-Through Rate or the Class X-G Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 






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“Peachtree Mall
Controlling Pari Passu Companion Loan”: The Peachtree Mall Pari Passu Companion Loan evidenced by the related promissory
note designated as promissory note A-2.


 


“Peachtree Mall
Intercreditor Agreement”: That certain agreement between noteholders, dated June 17, 2016, by and between the holders
of the Peachtree Mall Pari Passu Companion Loans and the holder of the Peachtree Mall Mortgage Loan, relating to the relative rights
of such holders of the Peachtree Mall Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Peachtree Mall
Mortgage Loan”: With respect to the Peachtree Mall Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 11 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari passu
in right of payment with the Peachtree Mall Pari Passu Companion Loans to the extent set forth in the Peachtree Mall Intercreditor
Agreement.


 


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


 


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


 


“Peachtree Mall
Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include the Peachtree
Mall Controlling Pari Passu Companion Loan.


 


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


 


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


 


“Percentage
Interest”: As to any Certificate (other than the Class R and Class V Certificates), the percentage interest
evidenced thereby in distributions required to be made with


 






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respect
to the related Class. With respect to any Certificate (other than the Class R and Class V Certificates), the percentage
interest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate Balance or
Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date. With respect to a Class R
Certificate or a Class V Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at
all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating
Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities:


 


(1)       
direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States
or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United
States;


 


(2)       
repurchase agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such
obligations (a)(1) in the case of such investments with maturities of 30 days or less, the short term obligations of which are
rated at least “F1” by Fitch and in the highest short term rating category by Moody’s, and the long term obligations
of which are rated at least “A” by Fitch and “A2” by Moody’s, (2) in the case of such investments
with maturities of three months or less, but more than 30 days, the short term obligations of which are rated at least “F1+”
by Fitch and in the highest short term rating category by Moody’s, or the long term obligations of which are rated at least
“AA-” by Fitch and “A2” by Moody’s, (3) in the case of such investments with maturities of six months
or less, but more than three months, the short term obligations of which are rated at least “F1+” by Fitch and in the
highest short term rating category by Moody’s and the long term obligations of which are rated at least “AA-”
by Fitch and “Aa3” by Moody’s, and (4) in the case of such


 






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investments
with maturities of more than six months, the short term obligations of which are rated at least “F1+” by Fitch and
in the highest short term rating category by Moody’s and the long term obligations of which are rated “AA-”
by Fitch and “Aaa” by Moody’s, and (b) the short-term obligations of the applicable repurchase agreement counterparty
are rated in the highest short-term debt rating category of KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by
any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess of six months, the long-term
debt obligations of which are rated “AAA” (or the equivalent) by KBRA (or, if not rated by KBRA, an equivalent (or
higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) (or, in the case of any such Rating Agency
as set forth in subclauses (a) – (b) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);


 


(3)       
federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances
of any bank or trust company organized under the laws of the United States or any state thereof, (a)(1) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated at least “F1” by Fitch and in the
highest short term rating category by Moody’s or the long term obligations of which are rated at least A” by Fitch
and “A2” by Moody’s, (2) in the case of such investments with maturities of three months or less, but more than
30 days, the short term obligations of which are rated at least “F1+” by Fitch and in the highest short term rating
category by Moody’s or the long term obligations of which are rated at least “AA-” by Fitch and “A2”
by Moody’s, (3) in the case of such investments with maturities of six months or less, but more than three months, the short
term obligations of which are rated at least “F1+” by Fitch and in the highest short term rating category by Moody’s
and the long term obligations of which are rated at least “AA-” by Fitch and “Aa3” by Moody’s, and
(4) in the case of such investments with maturities of more than six months, the short term obligations of which are rated “F1+”
by Fitch and in the highest short term rating category by Moody’s and the long term obligations of which are rated “AA-”
by Fitch and “Aaa” by Moody’s, and (b) the short term obligations of which bank or trust company are rated in
the highest short term debt rating category of KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other
NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess of six months, the long term debt obligations
of which are rated “AAA” (or the equivalent) by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by
any two other NRSROs (which may include Moody’s and Fitch)) (or, in the case of any such Rating Agency as set forth in subclauses
(a) – (b) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating
to the Certificates and any Serviced Companion Loan Securities);


 


(4)       
commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar


 






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denominated
and amounts payable thereunder are not subject to any withholding imposed by any non United States jurisdiction) (a)(1) in the
case of such investments with maturities of 30 days or less, the short term obligations of which corporation are rated at least
in the highest short-term debt rating category of Moody’s and “F1” by Fitch, or the long term obligations of
which corporation are rated at least “A2” by Moody’s and “A” by Fitch, (2) in the case of such investments
with maturities of three months or less, but more than 30 days, the short term obligations of which are rated at least in the
highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations of which
are rated at least “AA-” by Fitch and “A2” by Moody’s, (3) (A) in the case of such investments
with maturities of six months or less, but more than three months, the short term obligations of which are rated at least “P-1”
by Moody’s, and the long term obligations of which corporation are rated at least “Aa3” by Moody’s, and
(B) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations
of which are rated at least “F1+” by Fitch, or the long term obligations of which corporation are rated at least “AA-”
by Fitch (with a short-term rating of “F1” by Fitch), (4) (a) (A) in the case of such investments with maturities
of more than six months, the short term obligations of which are rated at least “P-1” by Moody’s, and the long
term obligations of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments
with maturities of more than six months, the short term obligations of which are rated at least “F1+” by Fitch, or
the long term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch), and (b) the short term obligations of which corporation are rated in the highest short term debt rating category of
KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and
Fitch)) and, if it has a term in excess of six months, the long term debt obligations of which are rated “AAA” (or
the equivalent) by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include
Moody’s and Fitch)) (or, in the case of any such Rating Agency as set forth in subclauses (a) – (b)
above, such lower rating as is the subject of a Rating Agency Confirmation by such the Rating Agency relating to the Certificates
and any Serviced Companion Loan Securities);


 


(5)          
(1) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant
net asset value per share (including the U.S. Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Heritage Money Market
Fund) so long as any such fund is rated “Aaa-mf” by Moody’s and in the highest short term unsecured debt ratings
category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs
(which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in
a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities, or (2) units of money market
funds that (a) have substantially all of its assets invested continuously in the types of investments referred to in clause
(A) above, (b) has net assets of not less than


 






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$5,000,000,000,
and (c) has a rating of “Aaa-mf” by Moody’s and has the highest rating obtainable for money market funds from
Fitch;


 


(6)       
an obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (B) – (E) above, and is the subject of a Rating Agency Confirmation relating
to the Certificates and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth
in the applicable clause is not satisfied with respect to such obligation or security; or


 


(7)       
any other obligation or security other than one listed in clauses (A) – (E) above, that is the subject
of a Rating Agency Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating
Agency;


 


provided that
each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect
to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations,
(B) be purchased at a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss
of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have
an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that
each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or
change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and
(Z) except in the case of a Permitted Investment described in clause (E) of this definition, a fixed interest rate
or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with
that index; and provided, further, that each investment described hereunder must be a “cash flow investment”
(within the meaning of the REMIC Provisions).


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or 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 any Mortgage Loan and Serviced Companion Loan (including any related REO Property)
in accordance with this Agreement.


 


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


 






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


 


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


 


“Plaza Mexico –
Los Angeles Companion Loan Securitization Date”: The date on which the Plaza Mexico – Los Angeles Controlling Pari
Passu Companion Loan is included in a securitization trust.


 


“Plaza Mexico –
Los Angeles Controlling Pari Passu Companion Loan”: The Plaza Mexico – Los Angeles Pari Passu Companion Loan evidenced
by the related promissory note designated as promissory note A-2.


 


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


 


“Plaza Mexico –
Los Angeles Mortgage Loan”: With respect to the Plaza Mexico – Los Angeles Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory notes
A-1 and A-6, and is pari passu in right of payment with the Plaza Mexico – Los Angeles Pari Passu Companion Loans
to the extent set forth in the Plaza Mexico – Los Angeles Intercreditor Agreement.


 


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


 


“Plaza Mexico –
Los Angeles Pari Passu Companion Loans”: With respect to the Plaza Mexico – Los Angeles Whole Loan, the Companion
Loans evidenced by the related promissory notes designated as promissory note A-2, A-3, A-4 and A-5 and made by the related Mortgagor
and secured by the Mortgage on the Plaza Mexico – Los Angeles Mortgaged Property, which are not included in the Trust and
which are pari passu in right of payment to the Plaza Mexico – Los Angeles Mortgage Loan to the extent set forth in
the related Mortgage Loan documents and as provided in the Plaza Mexico – Los Angeles Intercreditor Agreement.


 


“Plaza Mexico –
Los Angeles Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include
the Plaza Mexico – Los Angeles Controlling Pari Passu Companion Loan.


 


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


 



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


 


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


 


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


 


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


 






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Due Date. With respect to any AB Whole
Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate
Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 






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Mortgage Loan (or REO Loan), such recovery
will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


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


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an
Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder)
who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides
the Certificate Administrator with an NRSRO Certification, which Investor Certification and


 






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


 


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


 


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


 


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


 


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


 



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


 


“Prospectus”:
The Prospectus, dated July 1, 2016.


 


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


 


“PTCE”: Prohibited
Transaction Class Exemption.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether
or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii)
have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining
term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated maturity of
the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio
for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the representations
and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates
no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original
debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after
the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the
removed Mortgage Loan; (xiii) not be substituted for a


 



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removed Mortgage Loan unless the Trustee and the Certificate Administrator
have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation
to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in
an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms
of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering
report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property
that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then
the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such
proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis; provided, further, that no
individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate,
the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate) shall
be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage
Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


“Rated Final Distribution
Date”: As to each Class of Certificates, the Distribution Date in October 2048.


 


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


 


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed
action, failure to act or other event so specified will not, in and of itself, result in the downgrade,


 






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withdrawal or qualification
of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written
waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency
Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with
respect to such matter.


 


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


 


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


 


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


 


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


 


“Regent Portfolio Intercreditor
Agreement”: That certain co-lender agreement, dated as of May 24, 2016, by and between the holder of the Regent Portfolio
Pari Passu Companion Loan and the holder of the Regent Portfolio Mortgage Loan, relating to the relative rights of such holders
of the Regent Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Regent Portfolio Mortgage
Loan”: With respect to the Regent Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 28 on the Mortgage Loan Schedule), which is evidenced by the promissory note designated as promissory note A-2,
and is pari passu in right of payment with the Regent Portfolio Pari Passu Companion Loan to the extent set forth in the
related Mortgage Loan documents and as provided in the Regent Portfolio Intercreditor Agreement.


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


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


 



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        Related Certificates

        
	 	
        Related Lower-Tier
        Regular Interest

        

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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on
behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Pari Passu Whole Loan, for the
benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC, as
Special Servicer, on behalf of Wilmington Trust, National


 






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Association, as Trustee, for the benefit of the registered holders of
SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, REO Account”.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Pari Passu Whole Loan, the related Companion Loan, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO
Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid
from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as
a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until
recovered. Notwithstanding anything to the contrary, with respect to each Serviced Pari Passu Whole Loan, no amounts relating to
the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Pari Passu
Whole Loan incurred with


 






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respect to such Serviced Pari Passu Whole Loan, in accordance with Section 3.05(a), or with respect
to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable Event”:
As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


“Renaissance Center
Intercreditor Agreement”: That certain co-lender agreement, dated July 19, 2016, by and between the holders of the Renaissance
Center Pari Passu Companion Loans and the holder of the Renaissance Center Mortgage Loan, relating to the relative rights of such
holders of the Renaissance Center Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Renaissance Center
Mortgage Loan”: With respect to the Renaissance Center Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari passu in
right of payment with the Renaissance Center Pari Passu Companion Loans to the extent set forth in the Renaissance Center Intercreditor
Agreement.


 


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


 


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


 


“Renaissance Center
Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include the Renaissance
Center Controlling Pari Passu Companion Loans.


 


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


 


“Residence Inn by Marriott
LAX Companion Loan Securitization Date”: The date on which the Residence Inn by Marriott LAX Controlling Pari Passu Companion
Loan is included in a securitization trust.


 



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“Residence Inn by Marriott
LAX Controlling Pari Passu Companion Loan”: The Residence Inn by Marriott LAX Pari Passu Companion Loan evidenced by
the related promissory note designated as promissory note A-2.


 


“Residence Inn by Marriott
LAX Intercreditor Agreement”: That certain co-lender agreement, dated July 19, 2016, by and between the holder of the
Residence Inn by Marriott LAX Pari Passu Companion Loan and the holder of the Residence Inn by Marriott LAX Mortgage Loan, relating
to the relative rights of such holders of the Residence Inn by Marriott LAX Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“Residence Inn by Marriott
LAX Mortgage Loan”: With respect to the Residence Inn by Marriott LAX Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 22 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the Residence Inn by Marriott LAX Pari Passu Companion Loan to the extent set forth
in the Residence Inn by Marriott LAX Intercreditor Agreement.


 


“Residence Inn by Marriott
LAX Mortgaged Property”: The Mortgaged Property that secures the Residence Inn by Marriott LAX Whole Loan.


 


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


 


“Residence Inn by Marriott
LAX Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust whose assets include the
Residence Inn by Marriott LAX Controlling Pari Passu Companion Loan.


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been
repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the
related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on
behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations


 



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under
the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result
of a sale or other disposition in accordance with this Agreement.


 


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


 


“Restricted Mezzanine
Holder”: A holder of a related mezzanine loan that has been accelerated (unless (i) acceleration was automatic under
such mezzanine loan, (ii) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated
by such mezzanine lender or an affiliate of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and
has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or as
to which the mezzanine lender has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure
such mezzanine loan.


 


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


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i) of this Agreement.







 


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


 


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


 


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


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 



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


 


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


 


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


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor
as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer or the
Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with
respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage
Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day
of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related
P&I Advance Date), and to the extent not included in clause (a) above.


 


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


 


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


 


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


 



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


 


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


 


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


 


“Serviced Companion
Loan”: Each of: (a) prior to the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the Plaza Mexico
– Los Angeles Pari Passu Companion Loans, (b) prior to Holiday Inn Express Nashville - Downtown Companion Loan Securitization
Date, the Holiday Inn Express Nashville - Downtown Companion Loans, (c) prior to Renaissance Center Companion Loan Securitization
Date, the Renaissance Center Companion Loans, (d) prior to the Peachtree Mall Companion Loan Securitization Date, the Peachtree
Mall Companion Loans, (e) the TEK Park Companion Loan, (f) the At Home Portfolio Companion Loan, (g) prior to the Residence Inn
by Marriott LAX Companion Loan Securitization Date, the Residence Inn by Marriott LAX Companion Loan, and (h) the Marriott Saddle
Brook Companion Loan.


 


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


 


“Serviced Companion
Noteholder”: Any holder of record of any Serviced Companion Loan.


 


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


 


“Serviced Mortgage Loan”:
Each of: (a) prior to the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the Plaza Mexico – Los Angeles
Pari Passu Mortgage Loan, (b) prior to Holiday Inn Express Nashville - Downtown Companion Loan Securitization Date, the Holiday
Inn Express Nashville - Downtown Mortgage Loan, (c) prior to Renaissance Center Companion Loan Securitization Date, the Renaissance
Center Mortgage Loan, (d) prior to the Peachtree Mall Companion Loan Securitization Date, the Peachtree Mall Mortgage Loan, (e)
the TEK Park Mortgage Loan, (f) the At Home Portfolio Mortgage Loan, (g) prior to the Residence Inn by Marriott LAX Companion Loan
Securitization Date, the Residence Inn by Marriott LAX Mortgage Loan, and (h) the Marriott Saddle Brook Mortgage Loan.


 


“Serviced Pari Passu
Companion Loan”: Each of: (a) prior to the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the Plaza
Mexico – Los Angeles Pari Passu Companion Loans, (b) prior to Holiday Inn Express Nashville - Downtown Companion Loan Securitization
Date, the Holiday Inn Express Nashville - Downtown Companion Loans, (c) prior to Renaissance Center Companion Loan Securitization
Date, the Renaissance Center Companion Loans, (d) prior to the Peachtree Mall Companion Loan Securitization Date, the Peachtree
Mall Companion Loans, (e) the TEK Park Companion Loan, (f) the At Home Portfolio Companion Loan, (g) prior to the Residence Inn
by Marriott LAX Companion Loan Securitization Date, the


 






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Residence Inn by Marriott LAX Companion Loan, and (h) the Marriott Saddle Brook Companion Loan.


 


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


 


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


 


“Serviced Pari Passu
Whole Loan”: Each of: (a) prior to the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the Plaza
Mexico – Los Angeles Pari Passu Whole Loan, (b) prior to Holiday Inn Express Nashville - Downtown Companion Loan Securitization
Date, the Holiday Inn Express Nashville - Downtown Whole Loan, (c) prior to Renaissance Center Companion Loan Securitization Date,
the Renaissance Center Whole Loan, (d) prior to the Peachtree Mall Companion Loan Securitization Date, the Peachtree Mall Whole
Loan, (e) the TEK Park Whole Loan, (f) the At Home Portfolio Whole Loan, (g) prior to the Residence Inn by Marriott LAX Companion
Loan Securitization Date, the Residence Inn by Marriott LAX Whole Loan, and (h) the Marriott Saddle Brook Whole Loan.


 


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


 


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


 


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


 


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


 


“Serviced Whole Loan
Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance date
(or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent concept)
is so specified in the related Intercreditor Agreement, then the earlier of (A) one (1) Business Day after the Determination Date
or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business
Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day); provided, however, that such
Serviced Whole Loan Remittance Date shall not be earlier than two (2) Business Days following the date the Master Servicer
receives the related Periodic Payment with respect to such Serviced Pari Passu Whole Loan.


 


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


 



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


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property
securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a
Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to,
(x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and
(v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated
herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances”
shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to the
rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes, in each such
case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate, which is not included
under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to each TEK
Park Companion Loan, a per annum rate equal to 0.0250%. With respect to the At Home Portfolio Companion Loan, a per annum
rate equal to 0.0250%. With respect to the Marriott Saddle Brook Companion Loan, a per annum rate equal to 0.0250%. With
respect to


 






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the Plaza Mexico – Los Angeles Whole Loan, (a) prior to the Plaza Mexico – Los Angeles Companion Loan Securitization
Date, a per annum rate equal to 0.0050% and (b) following the Plaza Mexico – Los Angeles Companion Loan Securitization
Date, a per annum rate equal to 0.0025%. With respect to the Holiday Inn Express Nashville - Downtown Whole Loan, (a) prior
to the Holiday Inn Express Nashville - Downtown Companion Loan Securitization Date, a per annum rate equal to 0.0050% and
(b) following the Holiday Inn Express Nashville - Downtown Companion Loan Securitization Date, a per annum rate equal to
0.0025%. With respect to the Renaissance Center Whole Loan, (a) prior to the Renaissance Center Companion Loan Securitization Date,
a per annum rate equal to 0.0050% and (b) following the Renaissance Center Companion Loan Securitization Date, a per
annum rate equal to 0.0025%. With respect to the Peachtree Mall Whole Loan, (a) prior to the Peachtree Mall Companion Loan
Securitization Date, a per annum rate equal to 0.0050% and (b) following the Peachtree Mall Companion Loan Securitization
Date, a per annum rate equal to 0.0025%. With respect to the Residence Inn by Marriott LAX Whole Loan, (a) prior to the
Residence Inn by Marriott LAX Companion Loan Securitization Date, a per annum rate equal to 0.02500% and (b) following the
Residence Inn by Marriott LAX Companion Loan Securitization Date, a per annum rate equal to 0.00250%.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports
or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial space
within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases
and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related
financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between the related
Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses),
Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance
policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related
Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required
to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged
Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by
the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid
principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines
that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to


 






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applicable
Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing
Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


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


 


“Servicing Shift Companion
Loan” Each of the Plaza Mexico – Los Angeles Pari Passu Companion Loans, the Holiday Inn Express Nashville - Downtown
Pari Passu Companion Loans, the Renaissance Center Companion Loans, the Peachtree Mall Companion Loans and the Residence Inn by
Marriott LAX Companion Loan.


 


“Servicing Shift Companion
Loan Securitization Date” Each of the Plaza Mexico – Los Angeles Companion Loan Securitization Date, the Holiday
Inn Express Nashville - Downtown Companion Loan Securitization Date, the Renaissance Center Companion Loan Securitization Date,
the Peachtree Mall Companion Loan Securitization Date, and the Residence Inn by Marriott LAX Companion Loan Securitization Date.


 


“Servicing Shift Mortgage
Loan”: Each of the Plaza Mexico – Los Angeles Mortgage Loan, the Holiday Inn Express Nashville - Downtown Mortgage
Loan, the Renaissance Center Mortgage Loan, the Peachtree Mall Mortgage Loan and the Residence Inn by Marriott LAX Mortgage Loan.


 


“Servicing Shift Whole
Loan”: Each of the Plaza Mexico – Los Angeles Whole Loan, the Holiday Inn Express Nashville - Downtown Whole Loan,
the Renaissance Center Whole Loan, the Peachtree Mall Whole Loan and the Residence Inn by Marriott LAX Whole Loan.


 


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


 


  (i)         the related
Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer or the Special
Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary final closing
conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer
or the Special Servicer, as applicable (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward
such commitment to the Special Servicer or the Master Servicer, as


 






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applicable) which provides that such refinancing will occur
within 120 days after the date on which such Balloon Payment will become due (provided that 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 Master
Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Pari Passu Whole
Loan, in respect of the Mortgage Loan included in such Serviced Pari Passu Whole Loan) at any time prior to such a refinancing,
a Servicing Transfer Event will occur immediately); or


 


  (ii)        the related
Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other than a Balloon
Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60)
days; or


 


  (iii)       the Master
Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination of
the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control Termination Event
has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation with
the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred
and is continuing), that a default in making any Periodic Payment (other than a Balloon Payment) or any other material payment
(other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable
future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment
will become due; or the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer
a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing
Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination
Event has occurred and is continuing), that a default in making a Balloon Payment is likely to occur in the foreseeable future,
and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will
become due (or, if the Mortgagor has delivered a written and fully executed (subject only to customary final closing conditions)
refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer or the
Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward such commitment to the
Special Servicer or applicable Master Servicer, as applicable) which provides that such refinancing will occur within 120 days
following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance


 



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with the Servicing
Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination the Special
Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other
than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control Termination
Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with respect to an
Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor is likely not to
make one or more Assumed Scheduled Payments prior to such a refinancing or (B) such refinancing is not likely to occur within 120
days following the date on which such Balloon Payment will become due); or


 


  (iv)        there shall
have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the
related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such
default has been waived in accordance with Section 3.07 or 3.18 hereof) under the related Mortgage Loan documents,
other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable judgment of the Master
Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing or (B) if a Control
Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder (other than with
respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing), materially impair the value
of the related Mortgaged Property as security for such Mortgage Loan or Serviced Pari Passu Whole Loan or otherwise materially
and adversely affect the interests of Certificateholders (or, in the case of any Serviced Pari Passu Whole Loan, the interests
of the related Serviced Pari Passu Companion Loan Holder(s)), which default has continued unremedied for the applicable cure period
under the terms of such Mortgage Loan or Serviced Pari Passu Whole Loan (or, if no cure period is specified, sixty (60) days);
or


 


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


 


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


 



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


 


  (viii)     the Master
Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect
to the corresponding Mortgaged Property; or


 


  (ix)        the Master
Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan), unless a Control Termination Event has occurred and is continuing) determines that
(i) a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related Mortgagor
to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been
waived in accordance with Section 3.07 or Section 3.18 hereof) under the Mortgage Loan documents (other than as described
in clause (iii) above) is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the
corresponding Mortgaged Property as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise
materially and adversely affect the interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder)
and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan documents,
or, if no cure period is specified and the default is capable of being cured, for sixty (60) days;


 


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan
so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a
Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect
to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced
PSA.


 


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any
calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date on
which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage
Loan documents.


 


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


 


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


 



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


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
Rialto Capital Advisors, LLC, a Delaware limited liability company, or its successor in interest, or any successor special servicer
appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special
Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Special Servicer Decision”:
Any of the following with respect to a Mortgage Loan or Serviced Pari Passu Whole Loan:


 


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


 


(b)        approving
annual budgets for the related Mortgaged Property with material (more than 15%) increases in operating expenses or payments to
entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at
fee rates agreed to at the origination of the related Mortgage Loan);


 


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


 






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such
funding or disbursement of such escrows, reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement,
and shall instead constitute Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums
when due and payable (provided the Mortgage Loan is not a Specially Serviced Loan);


 


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


 


(e)        requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the
use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan or any Serviced Pari Passu Companion Loan, (ii) releases of non-material parcels of a Mortgaged Property (including, without
limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make
such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related
Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming
the satisfaction of the other conditions to the release set forth in the related Mortgage Loan documents that do not include any
other approval or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related
to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property) or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;


 


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


 


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


 


(h)        approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments
with respect to the related Mortgage Loan;


 


(i)         agreeing
to any modification of the type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted; and


 



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


 


provided, however, that notwithstanding
the foregoing, “Special Servicer Decision” shall not include any matter listed in the foregoing clauses (a)
through (j) if the Master Servicer and the Special Servicer have mutually agreed, as contemplated by Section 3.08(a)
or Section 3.18(a), as applicable, of this Agreement, that the Master Servicer will process such matter with respect to
such Mortgage Loan.


 


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


 


“Special Servicing Fee
Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a
loan by loan basis, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and Companion Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan;
and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 with respect to
any Mortgage Loan, in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO
Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500, for such month with
respect to such Specially Serviced Loan or REO Loan.


 


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


 


“Sponsors”:
The Mortgage Loan Sellers.


 


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


 


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


 


  (i)          the principal
portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


  (ii)        all Principal
Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution);


 


  (iii)       the principal
portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation


 






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Proceeds
received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, after
the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


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


 


  (i)          the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


  (ii)         the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


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


 


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


 


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


 


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


 


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


 



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


 


“Subordinate Companion
Holder”: The holder of any AB Subordinate Companion Loan.


 


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


 


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


 


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess, if
any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


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


 


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


 


“TEK Park Intercreditor
Agreement”: That certain co-lender agreement, dated as of June 23, 2016, by and between the holder of the TEK Park Pari
Passu Companion Loans and the holder of the TEK Park Mortgage Loan, relating to the relative rights of such holders of the


 



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


 


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


 


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


 


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


 


“TEK Park Pooling and
Servicing Agreement”: Any pooling agreement and servicing agreement that creates a trust whose assets include the TEK
Park Companion Loan.


 


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


 





“The Mall at Rockingham
Park Intercreditor Agreement”: That certain co-lender agreement, dated as of June 28, 2016, by and between the holders
of each of The Mall at Rockingham Park Pari Passu Companion Loans, the holders of each of The Mall at Rockingham Park Subordinate
Companion Loans and the holder of The Mall at Rockingham Park Mortgage Loan, relating to the relative rights of such holders of
The Mall at Rockingham Park Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 


“The Mall at Rockingham
Park Mortgaged Property”: The Mortgaged Property that secures The Mall at Rockingham Park Whole Loan.


 


“The Mall at Rockingham
Park Pari Passu Companion Loans”: With respect to The Mall at Rockingham Park Whole Loan, the Companion Loans evidenced
by the related


 



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promissory
notes designated as promissory notes A-1-A, A-2-A and A-1-B and made by the related Mortgagor and secured by the Mortgage on The
Mall at Rockingham Park Mortgaged Property, which are not included in the Trust and which are generally pari passu in right
of payment to The Mall at Rockingham Park Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as
provided in The Mall at Rockingham Park Intercreditor Agreement.


  


“The Mall at Rockingham
Park Subordinate Companion Loans”: With respect to The Mall at Rockingham Park Whole Loan, the Companion Loans evidenced
by the related promissory notes designated as promissory notes B-1 and B-2 and made by the related Mortgagor and secured by the
Mortgage on The Mall at Rockingham Park Mortgaged Property, which are not included in the Trust and which are generally subordinate
in right of payment to The Mall at Rockingham Park Mortgage Loan and The Mall at Rockingham Park Pari Passu Companion Loans to
the extent set forth in the related Mortgage Loan documents and as provided in The Mall at Rockingham Park Intercreditor Agreement.


  


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


  


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


 


“Transferable Servicing
Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with
respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the
sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing and (ii)
the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction
by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable Servicing Interest
with respect to each Mortgage Loan is zero.


 


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


 


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


 


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


 


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


 


“Trust”: The
trust created hereby and to be administered hereunder. The Trust shall be named: “SG Commercial Mortgage Securities Trust
2016-C5”.


 



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“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Pari Passu Whole Loan, the interests of the related
Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) $100 to be deposited by the
Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-C Certificates and $100
to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the Class X-D
Certificates; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash
collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust-Related Litigation”:
As defined in Section 3.32.


 


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


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $210 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 



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“UCC”: The
Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
SG Americas Securities, LLC, Cantor Fitzgerald & Co., Natixis Securities Americas LLC, Citigroup Global Markets Inc. and Wells
Fargo Securities, LLC.


 


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


 


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


 


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


 


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a)
all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of
all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in
each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


 


“Upper-Tier REMIC”:
One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such amounts as shall
from time to time be held in the Upper-Tier REMIC Distribution Account, $100 to be deposited by the Depositor into the Upper-Tier
REMIC Distribution Account on the Closing Date with respect to each of the Class X-C Certificates and the Class X-D Certificates
and amounts held therein from time to time.


 


“Upper-Tier REMIC Distribution
Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by
the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of SG Commercial Mortgage Securities Trust 2016-C5,


 



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Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Upper-Tier REMIC Distribution Account”. Any such account or
accounts shall be an Eligible Account.


 


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


 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into
account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant
to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such
time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section
3.26(j), taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to
the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, determined as of the Distribution
Date immediately preceding such time. Neither the Class R nor Class V Certificates will be entitled to any Voting Rights.


 


“Weighted Average Net
Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the
Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the
basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments
received during any applicable Grace Period).


 


“WFCMT 2016-C34 PSA”:
The pooling and servicing agreement, dated as of May 1, 2016, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating to


 



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the issuance of the issuance of the Wells Fargo Commercial Mortgage Trust 2016-C34, Commercial Mortgage Pass-Through Certificates,
Series 2016-C34.


 


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


 


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


 


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


 


“Whole Loan”:
Any of The Mall at Rockingham Park Whole Loan, the Plaza Mexico – Los Angeles Whole Loan, the Holiday Inn Express Nashville
- Downtown Whole Loan, the Renaissance Center Whole Loan, the AG Life Time Fitness Portfolio Whole Loan, the Peachtree Mall Whole
Loan, the TEK Park Whole Loan, the OZRE Leased Fee Portfolio Whole Loan, the At Home Portfolio Whole Loan, the Residence Inn by
Marriott LAX Whole Loan, the Marriott Saddle Brook Whole Loan, the Regent Portfolio Whole Loan, and the 3 Executive Campus Whole
Loan.


 


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


 


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


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than those included
in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date, received on each Corrected
Loan for so long as it remains a Corrected Loan.


 


“Yield Maintenance Charge”:
With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a borrower
in


 



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


 


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


 


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


 


(ii)         Any Mortgage
Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or
the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)        Any reference
to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer to the Certificate
Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any distributions
made on such Distribution Date pursuant to Section 4.01(a) and (c), (b) any Realized Losses allocated to such Class
of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related
Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on
the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries are allocated to
such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).


 


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


 



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including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


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


 


[End of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01    Conveyance of Mortgage Loans.  (a) The Depositor, concurrently with the
execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell,
transfer and convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as
holder of the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan
Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and,
to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase
Agreements; (iii) the Intercreditor Agreements; and (iv) all other assets included or to be included in the Trust Fund. Such
assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii)
prepayments of principal collected on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed
in July 2016 but have their first Due Date in August 2016, any interest amounts relating to the period prior to the Cut-off
Date and (iv)  any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans for which CCRE
is the related Mortgage Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to
the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i))
and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan
Purchase Agreements it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any
exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee
the benefits of Sections 10, 13 and 15 in connection therewith.


 



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(b)        In connection with the
Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver and deposit
with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date, the Mortgage Note relating
to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage
File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with
a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (B) on or
before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and, except
in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required to be delivered
or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals of
letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage
Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that
the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iv), (vii) and (ix) of the definition of “Mortgage File” (or, if applicable, a copy
thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by
the public filing or recording office where such document or instrument has been delivered, or will be delivered within 10 Business
Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such
non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the
Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable
public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the Custodian on or
before the date set forth herein, and either the original of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian
within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after
the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to
the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or
photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage
Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix) (or,
if applicable, a copy thereof) of the


 






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definition of “Mortgage File,” with evidence of filing or recording thereon (if
intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document or instrument
has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence
of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii)
of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable title insurance
company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian on or before
the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage Loan
Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller
is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any
one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the
definition of “Mortgage File” solely because of the unavailability of filing or recording information as to any existing
document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage
Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided
that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable
for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date
(or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following
such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office
or county recorder’s office the applicable filing or recording information as to the related document or instrument); and
provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be
subject to clause (e) of the final proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan,
the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments
in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage
File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage
Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing
information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit referred
to in clause (xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall deliver the
original to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Wells Fargo Bank,
National


 



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Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
registered holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5”),
and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank
to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer
(in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw on such letter of credit
on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the applicable
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian indicating
that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer
certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the
Custodian within forty-five (45) days after the Closing Date. If a letter of credit referred to in the previous sentence is not
in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate
assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has
submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five (45)
days of the Closing Date; provided that with respect to each Servicing Shift Mortgage Loan, no such assignments shall be
made until the earliest of (i) the related Servicing Shift Companion Loan Securitization Date, in which case such assignments shall
be made in accordance with the related Non-Serviced PSA, (ii) the earlier of (A) 180 days after the Closing Date and (B) such time
as any such letter of credit is required to be drawn upon by the Master Servicer and (iii) in the event that a Servicing Shift
Mortgage Loan becomes a Specially Serviced Loan prior to the securitization of the related Servicing Shift Companion Loan, in which
case such assignments shall be made in favor of “Wells Fargo Bank, National Association, as Master Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of SG Commercial Mortgage Securities
Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5” for the benefit of the Certificateholders and
for the benefit of the holders of the related Servicing Shift Companion Loans, until the occurrence of the Servicing Shift Companion
Loan Securitization Date. Contemporaneous with the securitization of each Servicing Shift Companion Loan, any such related letter
of credit shall be assigned to the related Non-Serviced Master Servicer or related Non-Serviced Trustee, as applicable, as provided
in the related Non-Serviced PSA. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay
any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn
by the Master Servicer on behalf of the Trust.


 


(c)        Except in the case of
a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or to engage
a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing
Statement (collectively, the “Assignments” and,


 



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individually, “Assignment”) relating to the
Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as
applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording
office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially
in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except under the circumstances provided
for in the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within
one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of
the related documents and the necessary recording and filing information) cause to be submitted for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment.
Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should
be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage
Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment
received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment
received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as
part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument is determined to be
incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is
lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty
(180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute
therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the
expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by
the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may
be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or
request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request
and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage
Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the
applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation
in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the
Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such
Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller
shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted
for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted.
Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii)
or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix)
of the definition of “Mortgage File,” in those jurisdictions where, in the written


 



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opinion of local counsel (which
opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such recordation
and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the
Depositor.


 


(d)        All documents and records
in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans (including, in
each case, financial statements, operating statements and any other information provided by the respective Mortgagor from time
to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between
such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage
Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not
required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or
the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier
Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents and records shall be any documents
and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part
of the Servicing File.


 


(e)        In connection with the
Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the Master
Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of the Mortgage
Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)         The Depositor shall use
its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three (3) Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts maintained with respect
to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage
Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)         With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as 5, 19, 21, 22, 23, 25, 26, 34, 37, 38 and 39 on
the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such


 



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required notice or make any such required request to the related
franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date (or any
shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter). If the Master Servicer is unable to acquire any such replacement comfort
letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, the Master Servicer shall notify
the related Mortgage Loan Seller that no such replacement comfort letter has been received.


 


(h)        Each Mortgage Loan Purchase
Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall deliver or cause to
be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated
Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing
Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which may be sent by e-mail)
to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing
Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the documents
and information uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence
File” and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably
agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence File Certification”).


 


Section 2.02     Acceptance
by Trustee.  (a)   The Trustee, by the execution
and delivery of this Agreement (1) acknowledges receipt by it or the Custodian on its behalf, subject to the provisions of Section
2.01, in good faith and without notice of any adverse claim, of the applicable documents specified in clause (i) of
the definition of “Mortgage File” with respect to each Mortgage Loan and of all other assets included in the Trust
Fund and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and the other documents delivered
or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit
of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will
hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders
(and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller
is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such
Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied
the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)        Within sixty (60) days
after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due Date in the
month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered by the Mortgage
Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty (60) days after
the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor, the Master


 



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Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall have occurred
and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v),
(viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers
have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian
and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which
were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing
office or the recorder’s office).


 


(c)        The Custodian shall review
the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date,
the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable Mortgage Loan
Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation
Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that,
(i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if
any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and
appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


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


 



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and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a
letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by
the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect
has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return
such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or
the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase
or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences, if the Master Servicer
or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the
exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on
collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan
Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required
by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided,
however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90)
days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the
document from the applicable filing or recording office and provides an officer’s certificate setting forth what actions
such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the
date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw
on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price
(or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution
Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds
deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of the related
Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together
with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)         It is herein acknowledged
that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified
in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage File” exist
or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless


 



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identified on the Mortgage
Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect
and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what
they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition of the
“Mortgage File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or
riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has been
dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage
File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage
File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance
with this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the
extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice
that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).
The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such
other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or
recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally
filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)         If, in the process of
reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting a part of a
Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b) and 2.01(c),
not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect” in the related
Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety
(90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial
Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably
acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by
the recorder’s office or filing office).


 


(g)        If the Master Servicer
or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a Mortgage Loan Seller
to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special


 



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


 


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


 


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


 


In the event that the Depositor,
the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if
relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 requiring action by
you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the
Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect
of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with
respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide
any


 



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notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has
knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given,
and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the
Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian
shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such
repurchase or replacement.


 


Section
2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The
Depositor hereby represents and warrants that:


 


(i)           The Depositor
is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary limited liability company action to authorize the execution, delivery and performance of
this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated
hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with
this Agreement;


 


(ii)         Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The execution
and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provisions
of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under
any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor or any indenture,
agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to the Depositor,
or result in the creation or imposition of any lien on any of


 



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the Depositor’s assets or property, which would materially
and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has
obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution,
delivery and performance by the Depositor of this Agreement;


 


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


 


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


 


(b)         After receipt of a Repurchase
Request, the Special Servicer shall request in writing that the applicable Mortgage Loan Seller, not later than ninety (90) days
after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s receipt of such
notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material Defect or (ii) in
the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage
Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this
Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to this Agreement (such ninety
(90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such
Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably
incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced
Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which
no substitution will be permitted) for such affected Mortgage Loan or REO Loan (provided that in no event shall any such
substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection
Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase
Agreement and this Agreement; provided, however, that except with respect to a Material Defect resulting solely from
the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months following
the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period,
the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the
Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure
(or, failing such cure, to repurchase the related Mortgage Loan or REO Loan


 



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(excluding any related Serviced Companion Loan, if
applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution
will be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage
Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly
deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer,
the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured
within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof
and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure
Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage”
(within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect
the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect
or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended
Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of
the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for
deposit into the Collection Account. In the event the Special Servicer is required to enforce the Repurchase Request related to
a Non-Specially Serviced Loan under this Section 2.03(b), within five (5) days of request by the Special Servicer, the Master
Servicer shall deliver a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller, in
connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant
to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and,
with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder if no Control
Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied
in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the portion of any Liquidation
Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss
of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the
Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure
such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Special Servicer on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its
rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase


 



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Agreement or this
Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan),
(ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material
Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall constitute a Material Defect
under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases the Non-Serviced Companion
Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that the foregoing shall not apply
to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for the reasonable amount
of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor. Except as provided
in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and
expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all
respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and
Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received
by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior
to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special Servicer to the
applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything
contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material Defect
or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to repurchase
if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless (i)
the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a


 



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result
of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required
by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such
Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect
does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section
860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to
be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding
the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated
by a borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated
by a borrower), then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not
be a Material Defect.


 


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


 


(c)         Subject to the applicable
Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject to Section
2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed to have a
Material Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains
a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence
from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the
Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from
the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage
File of the item called for by clause (viii) of the definition of Mortgage File; (d) the absence from the Mortgage File
of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless
there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening
assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent
for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter of credit; or (f) with
respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; provided, however, that no Defect (except the Defects previously described in subclauses
(a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of
the related Mortgage Loan, the value of the related


 



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Mortgaged Property or the interests of the Trustee or Certificateholders unless
the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian
not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller
pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)        In connection with any
repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by this Section 2.03,
the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the
applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian, the Master
Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase
or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the
Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client
communications that are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed
or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same
manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage
File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted
Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan documents.


 



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


 


(f)         The Special
Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to
such extent and at such time as the Special Servicer would require were it, in its individual capacity, the owner of the
affected Mortgage Loan(s). Any costs incurred by the Special Servicer with respect to the enforcement of the obligations of
the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered
from the applicable Mortgage Loan Seller or the Requesting Certificateholder, be deemed to be Servicing Advances to the
extent not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable costs of such
enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the
applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase
Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(vii) or (viii) herein out of general collections on the
Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of
a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an
Other Securitization, if applicable.


 


(g)        If a Mortgage Loan Seller
incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also constitutes a default
under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right, and shall be subrogated
to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor;
provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g) shall be
junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without
limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees
owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Special Servicer shall use reasonable efforts to recover
such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate
nature of the reimbursement to the related Mortgage Loan Seller; provided, however, that the Special Servicer determines
in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Special
Servicer’s collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that
would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders
pursuant to the terms of this Agreement; provided, further, that the Special Servicer may waive the collection of


 



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amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


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


 


(i)         Notwithstanding the foregoing,
if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor may cause
the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section
2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining
related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related
Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial
release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect
that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release, the related
Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed
in connection with such partial release.


 


(j)          With respect to any Crossed
Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute for such Crossed
Underlying Loan in the manner prescribed in Section 2.03(h) or (i) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Master Servicer
or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee of the Depositor, will,
as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary
Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective related Mortgage
Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so
long as such exercise does not materially impair the ability of the other party to exercise its remedies


 



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


 


(k)         (i) In the event an Initial
Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan be repurchased by the
applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth
the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward
that Certificateholder Repurchase Request to the Special Servicer, and the Special Servicer shall promptly forward the Certificateholder
Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(l),
the Special Servicer (the “Enforcing Servicer”) shall be the Enforcing Party with respect to a Certificateholder
Repurchase Request.


 


(ii)        In the
event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage Loan Seller
identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”).
The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller
with respect to a PSA Party Repurchase Request.


 


(iii)       In the
event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (a
“Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer (in the case of Non-Specially Serviced Loans)
or the Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights related to a Material
Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided
by law.


 


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


 



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delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available
to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s Website
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). Such notice shall include a request to Certificateholders to indicate to the Enforcing Servicer their
agreement with or dissent from such Proposed Course of Action Notice, as well as notice that in the event any Certificateholder
disagrees with the Proposed Course of Action Notice, the Enforcing Servicer shall be compelled to follow (either as the Enforcing
Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action
agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation
or arbitration, as the case may be. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the
Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes
to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing
Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan
Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written
notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”)
indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action,
such responses will be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action Notice.


 


(ii)         If neither
the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute
Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have the
right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled
to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage
Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a)
and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may


 



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consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations.
No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may
provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation
or arbitration (“Final Dispute Resolution Election Notice”).


 


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


 


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


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to


 



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the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


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


 


(vii)      By selecting
arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)     No person
may bring a putative or certificated class action to arbitration.


 


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


 


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


 


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


 


(iii)       The details
and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section
2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’
attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including
impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under


 



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this Section 2.03).
Such information will be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s
attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution
procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party
to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory
body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall
provide the other party with a reasonable opportunity to object to the production of its confidential information.


 


(iv)       In the
event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be,
shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party;
provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding
shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that a Consultation
Termination Event has not occurred and is continuing) and in accordance with the Servicing Standard. All amounts recovered by the
Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The
agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is
allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation,
neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated
to the Requesting Certificateholder.


 


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


 


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


 


(vii)      For the
avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Specially Serviced Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan


 



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modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


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


 


(ix)        Any out-of-pocket
expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable as
Trust Fund expenses.


 


Section
2.04    Execution of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the
assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the
Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements,
together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the
other assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance
of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of
the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the
Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the
Lower-Tier Regular Interests, the $100 deposit by the Depositor in respect of the Class X-C Certificates and the $100 deposit
by the Depositor in respect of the Class X-D Certificates, the Trustee acknowledges that it has caused the Certificate
Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the
Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, and the
Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates
in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class
R Certificates, the Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class V Certificates in exchange for the related assets of the Grantor Trust and has
caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the
Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


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


 


[End of Article II]


 



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Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01    The Master
Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced
Companion Loans, and REO Properties.  (a) Each of the Master Servicer and Special Servicer shall diligently service and administer
the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the REO Properties (other
than any REO Property related to a Non-Serviced Mortgage
Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement, the Mortgage Loan documents
and, in the case of a Serviced Pari Passu Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or
pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Pari Passu Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of
the respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu
nature of the Companion Loan. With respect to each Serviced Pari Passu Whole Loan, in the event of a conflict between this
Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in
no event shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in
accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by
the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of
principal and interest under the Mortgage Loans or Serviced Pari Passu Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans
and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole
as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust,
the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or
holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature
of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable
judgment, in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial,
multifamily and manufactured housing community mortgage loan servicers, but


 



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without regard to any conflict of interest arising
from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator
of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans,
subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without
limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master
Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master
Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a
Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan
Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision or Special Servicer Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the
reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to
the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure
of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, shall not
have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this
Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by
the Master Servicer, in its capacity as Master Servicer, of


 



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its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance with the terms of this
Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related Serviced
Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements,
budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the Master Servicer,
the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect
required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated
through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied
guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans
or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement
to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to
be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise
to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion
Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason
that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery
is less than the amount reflected in such determination.


 


(b)        Subject only to the Servicing
Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the respective Mortgage Loans,
any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable law, the Master Servicer
and the Special Servicer shall have full power and authority, acting alone or, subject to Section 3.20, through one or more
Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration for which it is
responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer
(with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any Serviced Pari Passu Companion Loan that
it is obligated to service and administer pursuant to this Agreement) and the Special Servicer (with respect to (x) Special Servicer
Decisions and Major Decisions on the Mortgage Loans that are required to be serviced and administered by the Special Servicer pursuant
to this Agreement, and (y) the Specially Serviced Loans and REO Properties that the Special Servicer is obligated to service and
administer pursuant to this Agreement), in its own name (or in the name of the Trustee and, if applicable, the related Serviced
Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the related Mortgage or other security document in the related Mortgage File on the related






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Mortgaged Property and related collateral,
and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or
instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08,
any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related
Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection
with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints
or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative
capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that
it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section
3.09(e), the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers
of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually
agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause
to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit
R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master
Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or
the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited,
in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall
then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or
such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 


(c)         To the extent the Master
Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents (including any related
Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating


 



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Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such
Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement
that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to
have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and
expenses out of pocket other than as a Servicing Advance.


 


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


 


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


 


(f)          Within sixty (60) days
(or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the
receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of
credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b)) for
the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit
and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold
interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer
shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn
upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause
(x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master
Servicer or the Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do
not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter
of credit, then the applicable


 



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Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating
to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master
Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall
give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller
shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs
and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the
Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related
Mortgage Loan Purchase Agreement.


 


(g)        Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect to any
Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust Fund.


 


(h)        Servicing and administration
of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement for so long
as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer period as
is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(i)         The Special Servicer agrees
that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Pari Passu Whole Loan that
is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19, use commercially
reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special Servicer
determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor
Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust
Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced Pari Passu Whole
Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder, in accordance with the
respective outstanding principal balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan or (ii)
with respect to any AB Whole Loan, first, by the related AB Subordinate Companion Loan and then, pro rata
and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding principal
balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan.


 


(j)          Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor Agreement,
the servicing and administration of a Serviced Pari Passu Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in


 



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accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other
than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage
Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Pari Passu Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the
related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement
(pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other
Servicer of any need to make Servicing Advances with respect to a Serviced Pari Passu Whole Loan within three (3) Business Days
of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Pari Passu Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received
by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


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


 


(l)         The parties hereto acknowledge
that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced Intercreditor Agreement
and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced Mortgage
Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special Servicer in accordance
with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan is no longer part of
the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included in the Trust
Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue
to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed to
by the parties to the related Non-Serviced Intercreditor Agreement


 



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in accordance with the provisions of such agreement and confirmation
has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or
withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


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


 


(n)        In connection with the
securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon the request of (and
at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer
(if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to
cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure documents(s) relating to such Other Securitization.


 


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


 


(p)        Nothing contained in this
Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent not secured, in
whole or in part, by any Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing Standard.


 


Section 3.02       Collection
of Mortgage Loan Payments.


 


(a)         Each of the Master Servicer
and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder,
and shall follow such collection procedures as are consistent with this Agreement (including, without limitation,


 



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the Servicing
Standard); provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related
Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer
shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest,
other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance
of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s
right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or
the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on
a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24)
consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the
Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers,
no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage
Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject
to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence
of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided
that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing
Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to
have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance
of a Control Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in
accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing
waivers.


 


(b)        (i) All amounts collected
by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents
(including any related Intercreditor Agreement); provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor
in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan
in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Pari Passu Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant
to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 



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first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses;


 


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


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


 


fourth, to
the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then
due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan
has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


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


 


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


 


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


 


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


 


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


 


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


 



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eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Pari Passu Whole Loan, as applicable, exceeds 125%,
or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property
and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of
Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Pari Passu
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Pari Passu Whole Loan, amounts collected with respect to the related Serviced Pari Passu Whole Loan shall be allocated first pursuant
to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall
be subject to application as described above.


 


(ii)        Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Pari Passu Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant
to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 






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


 


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


 


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


 


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


 


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


 


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


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Pari Passu Whole Loan, amounts collected with respect to the related Serviced Pari Passu Whole Loan
shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related
Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a


 



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Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)        To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Pari Passu Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


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


 


(e)        In
connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)         (i)
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, and (ii) promptly following the Certificate Administrator’s
receipt of notice of any Servicing Shift Companion Loan Securitization Date (which notice shall contain such Non-Serviced Master
Servicer’s address), in the case of any Servicing Shift Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the
related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents,


 



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communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section
3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
(a) The Master Servicer shall establish and maintain one or more
accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited and
retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if
applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Pari Passu Whole Loan shall be held for
the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be
construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.
Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan
documents and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section
3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan
documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for
which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if
applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the
occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under
the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the
extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer
shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by
law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the
Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the
related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may
charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)        The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use


 



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


 


(c)        In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Pari Passu Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business
Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received
confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue
in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five
(5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested to
make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that
only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required
to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled to
make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than
once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the
aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer
shall remit such Servicing Advances to the ultimate payees. The


 



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Special Servicer shall have no obligation to make any Servicing
Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer
may make a Servicing Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver
to the Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation in
the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request,
and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for
any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the
terms hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.
Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment
to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made
such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer
would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer
out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall be binding on the Master Servicer or Trustee. On the first
Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer
if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced
Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,
and such determination shall be binding upon the Master Servicer. If the Special Servicer makes a determination that only a portion
of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from
the Mortgagors and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer
in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the


 



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Mortgaged Properties
shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion
Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so
permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods),
to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section
7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance
would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation
to make any Servicing Advances under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from
amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from
all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer
(or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance,
the Master Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced
by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related
Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing
advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for
under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 


(d)        In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then
on deposit in the Collection Account interest at the


 



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Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master
Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance
as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any Companion
Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master
Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights
of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from
the holder of the related Companion Loan.


 


(e)        To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04     The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account, and the Gain-on-Sale Reserve Account.  (a) The
Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master
Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following receipt
of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or
Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or made by
or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion
Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan
Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection with the
purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date
but allocable to a period subsequent thereto:


 






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(i)         all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)        all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related mortgage
loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


 


(v)        any
amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)      any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing


 



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compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master
Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer shall give written notice
to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account
prior to any change thereof.


 


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


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder. Funds in
the Companion Distribution Account shall be held for the benefit of the related Companion Holder. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.










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On each Serviced Whole Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the related
Serviced Companion Loan prior to such date and deposit such amount into the Companion Distribution Account; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that
is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or
the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance described
in Section 4.01(k). With respect to a Serviced Pari Passu Whole Loan, in the event the Master Servicer has received written
notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Pari Passu Companion
Loan and the Master Servicer subsequently receives late collections in respect of such advanced payment, the Master Servicer shall
remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such late collections,
the amount allocable to such Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor
Agreement.


 


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


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)         any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)        any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)        any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.



 






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If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses
(i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account, or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator, shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee for the Holders of the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the
SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 as their interests
may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any
loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its


 



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withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


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


 


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


 


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


 






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(e)           The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Certificate
Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related
Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent
for deposit into the Companion Distribution Account.


 


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


 


(g)          [RESERVED].


 


(h)          [RESERVED].


 


(i)            If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the
“Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments
received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund
through the Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts
paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust
to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be
the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income
earned thereon.


 






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Section
3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the
Companion Distribution Account. (a) The Master Servicer may,
from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account
exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order
of priority and without duplication of the same payment or reimbursement):


 


(i)        
(A) no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)        (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to
a Serviced Pari Passu Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to
an AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then, from the AB Mortgage
Loan) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or
the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan or REO Loan


 



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(other than any related Companion
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,
P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds),
such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer
Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with
any Asset Review performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Pari Passu Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Pari Passu Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Pari Passu Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances, or (ii) with respect to an AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan


 



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(provided that, with respect to
any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan
and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Pari Passu Whole Loan on
deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance
becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; provided, further, that if such Advance
becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Pari Passu Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances, or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then from the AB Mortgage
Loan and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances
relating to a Serviced Pari Passu Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Pari Passu Whole Loan on deposit in the Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I
Advances from funds collected from the related Serviced Pari Passu Whole Loan shall be made only from amounts collected with respect
to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance
with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing
with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related


 



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Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to
such Serviced Pari Passu Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with
respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that
remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such
Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to
pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and
payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause
(v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest on P&I
Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)      to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage
Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any
other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)     in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out
of general collections on the Mortgage Loans and REO Properties, for any


 



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unreimbursed expense reasonably incurred by such Person
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 4 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Pari Passu Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to an AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(ix)        to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Pari Passu Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)         to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses


 



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incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d);
and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges
collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and
Workout Fees) in accordance with Section 3.11(d));


 


(xi)        to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to a
Serviced Pari Passu Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i)
with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)      to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of
Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an amendment to this Agreement requested
by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and
(c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such reimbursement
relating to a Serviced Pari Passu Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
or (ii) with respect to an AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate


 



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Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiv)       to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)        to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)      to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not
specifically relate to a Serviced Pari Passu Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, as applicable.


 


(b)          The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)           to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)          to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)         to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or


 



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Section 8.02 to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)          to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)         to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)        to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


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


 


(ix)         termination
of this Agreement pursuant to Section 9.01.


 


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


 


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


 


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


 


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


 


(e)          [RESERVED].


 


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


 



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shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


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


 


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


 


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


 


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


 


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


 


(v)          On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized


 



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Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


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


 


Section
3.06     Investment of Funds in the Collection Account and the REO Account.
(a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section
3.06, an “Investment Account”), the Special Servicer may direct any depository institution maintaining
the REO Account (also for purposes of this Section 3.06, an “Investment Account”) to invest or if
it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this
Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer
or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit of the
Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of
Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall
maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion
Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to
Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical
possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a
“security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the
Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems reasonably necessary
to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection


 



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 Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special
Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall:


 


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


 


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


 


(b)          Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer,
to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution
Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be
incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case may be, would
have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special Servicer,
as the case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account,
Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or trust company is
not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification set forth
in the definition of Eligible


 






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Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.
(a) The Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the
Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the
Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related
Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as the case
may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with
respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in
the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the
occurrence and continuance of any Control Termination Event and (ii) other than with respect to any Excluded Loan,
any determination that such insurance coverage is not available or not available at commercially reasonable rates to be made
with the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate
Companion Loan)) by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any
related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced
Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default as determined by the Special Servicer; provided, however, that if any Mortgage permits the holder
thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer
or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such
insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the
closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master Servicer
shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself
maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is
an Acceptable Insurance Default (as determined by the Special Servicer with ((i) unless a Control


 



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Termination Event has
occurred and is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing
Certificateholder) and only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable
rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section
3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last
sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents
unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii)
other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder) that such insurance is not
available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies
maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with
loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage
Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO
Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO
Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii)
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing
Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the related
Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which
case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the
second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of
the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section
3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage
Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced
Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a
Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related
Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan and


 



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


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the
Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer
if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based
upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Special
Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause
such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants
in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master
Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions
in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans
that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the
Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Special Servicer is evaluating the availability of such insurance or waiting for a response from the
Directing Certificateholder, neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure
to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations
as


 



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


 


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


 


(ii)          If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been


 



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


 


(c)          Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations or claims paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s, and “A-” by Fitch (if rated by Fitch), the Master Servicer (or
its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to a fidelity bond and an “errors and omissions” insurance policy. Such amount of coverage shall be in such
form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under a
policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this
Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master Servicer
will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity bonds, if any,
and/or their respective errors and omissions insurance policies, as the case may be, and will furnish to the Trustee copies of
all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


 


(d)          At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable),
and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such
additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.
If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing
Advance for such costs.


 






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


 


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


 


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


 


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


 


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


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect
to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special Servicer
Decision or a Major Decision) or the Special Servicer (in any other case), on behalf of the Trustee as the mortgagee of record,
shall (a) exercise any right it may have with respect to such Mortgage Loan and any related Companion Loan (x) to accelerate the
payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any
right to exercise such rights, provided that (i)(A) the Master Servicer or the Special Servicer, as the case may be, shall
obtain the prior written consent of (x) in the case of the Master Servicer, the Special Servicer, provided that such consent
will be deemed given (unless earlier objected to by the Special Servicer) within fifteen (15) Business Days (or five (5) Business
Days after the time period provided for in any related Intercreditor Agreement) of the Special Servicer’s receipt from the
Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such waiver and all information
reasonably


 



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requested by the Special Servicer and reasonably available to the Master Servicer in order to make an informed decision
with respect to such waiver and (y) in the case of the Special Servicer, if such Mortgage Loan is not an Excluded Loan and no Control
Termination Event shall have occurred and be continuing, the Directing Certificateholder, which consent shall be deemed given (unless
earlier objected to by the Directing Certificateholder) ten (10) Business Days after the Directing Certificateholder’s receipt
of the Special Servicer’s written analysis and recommendation with respect to such waiver (or, with respect to any Non-Specially
Serviced Loan, the written analysis prepared by the Master Servicer and the Special Servicer’s recommendation with respect
to such waiver), together with such other information reasonably requested by the Directing Certificateholder, and reasonably available
to the Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part of a Serviced AB Whole Loan
and no related AB Control Appraisal Period shall have occurred and be continuing, the Special Servicer shall obtain the prior written
consent of the holder of the related AB Subordinate Companion Loan, to the extent required under the applicable Intercreditor Agreement,
and such holder’s consent shall be deemed given (unless earlier objected to by such holder) ten (10) Business Days after
receipt by such holder of the Special Servicer’s written analysis and recommendation with respect to such waiver (or, with
respect to any Non-Specially Serviced Loan, the written analysis prepared by the Master Servicer and the Special Servicer’s
recommendation with respect to such waiver), together with such other information reasonably requested by such holder, and reasonably
available to the Special Servicer, in order to grant or withhold such consent, to the extent required under the applicable Intercreditor
Agreement, (C) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing,
and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall consult with the Directing
Certificateholder pursuant to Section 6.08(a) hereof, and (ii) with respect to any Mortgage Loan (x) with a Stated Principal
Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated
Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is
cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof),
that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer,
as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a
confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and
(z) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 






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In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer, as the case may
be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion
Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such
conditions have been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion
in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption
have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect
to whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or a related Serviced Companion Loan, the Master Servicer shall forward such
request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer
shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no further obligation
with respect to such request or the Special Servicer Decision or Major Decision.


 


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


 


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


 


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


 






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then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect
to any Mortgage Loan that is not a Specially Serviced Loan and provided that the matter does not involve a Special Servicer
Decision or a Major Decision) or the Special Servicer (in any other case), on behalf of the Trustee as the mortgagee of record,
shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments
thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing
Standard or (b) waive its right to exercise such rights, provided that (i)(A) the Master Servicer or the Special Servicer,
as the case may be, shall obtain the prior written consent of (x) in the case of the Master Servicer, the Special Servicer, provided
that such consent will be deemed given (unless earlier objected to by the Special Servicer) within fifteen (15) Business Days (or
five (5) Business Days after the time period provided for in any related Intercreditor Agreement) of the Special Servicer’s
receipt from the Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such waiver
and all information reasonably requested by the Special Servicer and reasonably available to the Master Servicer in order to make
an informed decision with respect to such waiver and (y) in the case of the Special Servicer, if such Mortgage Loan is not an Excluded
Loan and no Control Termination Event shall have occurred and be continuing, the Directing Certificateholder, which consent shall
be deemed given (unless earlier objected to by the Directing Certificateholder) ten (10) Business Days after the Directing Certificateholder’s
receipt of the Special Servicer’s written analysis and recommendation with respect to such waiver (or, with respect to any
Non-Specially Serviced Loan, the written analysis prepared by the Master Servicer and the Special Servicer’s recommendation
with respect to such waiver), together with such other information reasonably requested by the Directing Certificateholder, and
reasonably available to the Special Servicer, in order to grant or withhold such consent, (B) if such Mortgage Loan is part of
a Serviced AB Whole Loan and no related AB Control Appraisal Period shall have occurred and be continuing, the Special Servicer
shall obtain the prior written consent of the holder of the related AB Subordinate Companion Loan, to the extent required under
the applicable Intercreditor Agreement, and such holder’s consent shall be deemed given (unless earlier objected to by such
holder) ten (10) Business Days after receipt by such holder of the Special Servicer’s written analysis and recommendation
with respect to such waiver (or, with respect to any Non-Specially Serviced Loan, the written analysis prepared by the Master Servicer
and the Special Servicer’s recommendation with respect to such waiver), together with such other information reasonably requested
by such holder, and reasonably available to the Special Servicer, in order to grant or withhold such consent, to the extent required
under the applicable Intercreditor Agreement, (C) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall
have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer
shall consult with the Directing Certificateholder pursuant to Section 6.08(a) hereof, and (ii) the Master Servicer or the
Special Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the
Stated Principal Balance of the outstanding


 



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Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and
proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the
Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater
than $20,000,000; provided, however, that with respect to subclauses (A), (B), (C) and (D)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any
Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee (provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions), then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially
Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the Master Servicer,
on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether such conditions have
been satisfied.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) 


 



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or a related
Serviced Companion Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process
such request and the Master Servicer shall have no further obligation with respect to such request or the Special Servicer Decision
or Major Decision.


 


(c)          Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 


(e)          [RESERVED].


 


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


 






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(g)          Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans.
(a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Pari Passu Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly
provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the
Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section
3.09, Section 3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and
any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a
Serviced Pari Passu Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which no
satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and
which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or
the Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such
property unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the net
proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer for such
Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing Advance together
with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the
Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such
cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section
3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a
bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the
factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all
such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master
Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the
Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent


 



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MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a
Servicing Advance.


 


(b)          The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


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


 


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


 


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


 






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


 


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


 



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


 


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


 


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


 


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


 


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


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan (other than a
Non-Serviced


 



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


 


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


 


(c)           Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation
of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of


 



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the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s
sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


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


 


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


 


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


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other


 



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than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement); provided that with respect to such transactions, the consent of and/or processing
by the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent is required
(including, without limitation, a modification, waiver, extension or amendment processed by the Special Servicer), then the Master
Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application fees and other similar items received on
any Mortgage Loans for which the Master Servicer is processing the underlying assumption related transaction (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the
Special Servicer is required) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance
fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled to under this
Agreement); (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application
and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this
Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions; and
(iv) 50% of all assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and
defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related
Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s
consent or approval is required (including, without limitation, an assumption, waiver, consent or other action processed by the
Special Servicer) and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan or related
Serviced Pari Passu Companion Loan have been paid. In addition, the Master Servicer shall be entitled to charge and retain as additional
servicing compensation (other than with respect to any Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary
statements or demands and other customary charges, amounts collected for checks returned for insufficient funds and reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall not be required
to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section
3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income
earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period
from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date),
(iii) interest or other income earned on deposits in the Servicing Accounts which are not required by applicable law or the related
Mortgage Loan to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment
Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period
to the


 



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extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination
of the Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate
in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly
subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to
the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment
of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association as Master
Servicer, hereunder (subject to reduction pursuant to the preceding sentence).


 


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


 


(c)          Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or
amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received with respect to Specially
Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Mortgage Loans for which the Special
Servicer is processing the underlying assumption related transaction, (iii) 100% of waiver, consent and earnout fees, pursuant
to Section 3.08 and


 



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Section 3.18 or other actions performed in connection with this Agreement on the Specially Serviced
Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans, and (iv) 50% of all Excess Modification
Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18 received with respect to Non-Specially
Serviced Loans and 50% of all earnout fees received with respect to all Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), and, in all cases, for which the Special
Servicer’s processing, consent or approval is required, shall be promptly paid to the Special Servicer by the Master Servicer
(or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited
in the Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Special Servicer shall also
be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d)
and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and
including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date). In addition,
the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited
under the related Mortgage Loan documents, and only to the extent actually paid by the related Mortgagor. The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that after
receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout
Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further, however,
that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000,
then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) equal to $25,000. The Workout Fee shall be reduced (but not below zero) with
respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the Excess
Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable
if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such
Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect
to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant
a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer
and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated


 



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become a Corrected
Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the
contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums
for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


(d)          In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect to a
Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master
Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the
related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced PSA,
which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such


 



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Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the
related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while
such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the
extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty
Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed
between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the
Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing
or anything else herein to the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable
Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance
with this Section 3.11(d).


 


(e)          With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within one
(1) Business Day following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such
prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)          Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty


 






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License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


(h)          If
any Servicing Shift Mortgage Loan becomes a Specially Serviced Loan prior to the related Servicing Shift Companion Loan Securitization
Date, the Special Servicer shall service and administer the related Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to
such Serviced Pari Passu Whole Loan during the period for which it acts as Special Servicer of such Serviced Pari Passu Whole Loan.
With respect to the related Mortgage Loan, prior to the related Servicing Shift Companion Loan Securitization Date, no other special
servicer will be entitled to any such compensation or have such rights and obligations. If any Servicing Shift Whole Loan is still
a Specially Serviced Loan on the related Servicing Shift Companion Loan Securitization Date, the related Non-Serviced Special Servicer
and the Special Servicer shall be entitled to compensation with respect to the related Whole Loan as if the Special Servicer were
being terminated as Special Servicer and the related Non-Serviced Special Servicer were replacing it as the successor special servicer.
Upon receipt of notice of its termination as Special Servicer with respect to the related Servicing Shift Whole Loan, the Special
Servicer shall reasonably cooperate with the related Non-Serviced Special Servicer in connection with the servicing transition
of the related Whole Loan on and after the related Servicing Shift Companion Loan Securitization Date.


 


Section
3.12     Inspections; Collection of Financial Statements.
(a) The Master Servicer shall perform (at its own expense), or
shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage
Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in
each case, commencing in the calendar year 2017 (and each Mortgaged Property shall be inspected on or prior to December 31,
2018); provided, however, that if a physical inspection has been performed by the Special Servicer in the
previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such
physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged
Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so
long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to
the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from
the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Pari Passu
Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a
Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Mortgage Loan and Serviced
Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to an AB
Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the AB Mortgage Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced


 



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Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be
prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the
extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the
preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge
or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the
preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special
Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which
the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected
Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make
available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a
Control Termination Event and (ii) other than with respect to any Excluded Loan that is a Specially Serviced Loan). Within
five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master
Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the
Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5
Information Provider’s Website for review by Privileged Persons. In respect of any Mortgage Loan other than an Excluded
Loan that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer
shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to
each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls
more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.
In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly
prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected to the Trustee, the Certificate Administrator,
the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each


 



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year commencing 2017. Upon the request
of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer,
as the case may be, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate
Administrator’s Website. 


 


In addition, the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that
are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)           Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of
receipt of such quarterly operating statement for the quarter ending March 31, 2017, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to
deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or
REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with
respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable
CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®
guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for
a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced
Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall
deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and
the related operating statements (in each case, promptly following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder (with respect to any
Serviced Companion Loan) and the Special Servicer.


 


(ii)          Within
forty-five (45) days after receipt of an annual operating statement (if and to the extent any such information is in the form of
normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended
by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within
forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with


 



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respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver or make available copies (in electronic
format) of each CREFC® NOI Adjustment Worksheet and the related operating statements or rent rolls (in each case, promptly
following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan) and the Special Servicer.


 


(c)          At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property),
providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer
as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include
data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v)
a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case
with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning August 2016, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance
Date beginning August 2016, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and
CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time)
two (2) Business Days prior to the Distribution Date beginning August 2016, the


 



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Master Servicer shall deliver or cause to be delivered
to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File. In no event shall any
report described in this subsection be required to reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior
to the Business Day on which the report is due.


 


(e)           The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the
Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based
on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and
to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or
Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall
not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


 


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


 


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


 






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


 


Section 3.13     Access
to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be
provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of
the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any
such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information
regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a
portion of a Serviced Pari Passu Whole Loan, the related Companion Loan, and the Trust within its control which may be
required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such
Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment
(other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on
behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by
it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but
only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator or the Custodian.


 


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to
this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the
form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to
the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed
by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the


 



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Master Servicer or the
Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing
Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality
of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate
Companion Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer
or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or forward electronically) or make available at
the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Pari Passu Whole
Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by
the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


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


 


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


 


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


 


(A)          summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of


 



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the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


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


 


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


 


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


 


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


 


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


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


 


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(Q)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)          any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)          any
attestation reports delivered to the Certificate Administrator;


 


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)          any
Proposed Course of Action Notice;


 


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


 


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


 


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


 


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


 



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Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


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


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor
certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in
which case such access shall only be prohibited with respect to the related Excluded Controlling Class


 



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Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a
later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable. Nothing set
forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such person on the Certificate Administrator’s Website, such Directing Certificateholder or Controlling Class
Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to
obtain such information from the Master Servicer or Special Servicer in accordance with Section 4.02(f) of this Agreement.
The provisions in this Section 3.13(b) shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


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


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded
Information to (A) the related


 



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Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information
was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)          The 17g-5 Information
Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered
to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “SGCMS 2016-C5” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any
notices of waivers under Section 3.08(d);


 


(ii)          any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)         any
notice of final payment on the Certificates;


 


(iv)         any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 






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(vi)         any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)        any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


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


 


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


 


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


 


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


 


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


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


 


(xviii)     any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),


 



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Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09
or Section 11.10; and


 


(xix)        any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City time, on such
Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider
may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “SGCMS 2016-C5” in the subject line).


 


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


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website.


 


Upon delivery by the
Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-close Information”,) the 17g-5 Information Provider shall make such information available only
to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant Section 3.13. Such information
shall be provide to the 17g-5 Information Provider via electronic media, and delivered to the 17g-5 Information Provider as mutually
agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-close Information
or any other information on the 17g-5 Website to any designee or third party.


 






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Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “SGCMS 2016-C5” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)          Certain information
concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and
supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided by
the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp, LLC, Intex
Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc. and Thomson
Reuters Corporation) with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement
by the Certificate Administrator. Such information will be made available to such third parties upon receipt of a certificate in
the form of Exhibit P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s
Website.


 


(e)          Each of the Master
Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce
or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans (other
than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall
be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the
Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration
and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential
nature of such information. In connection with providing access to or copies of the information described in this Section 3.13(e)
to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer,
as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person
indicating that


 



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such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing
such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in
the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor
related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential with no further dissemination (except that such Certificateholder may provide such information
to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of
a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor
and such current or prospective Certificateholder.


 


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


 


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


 


(g)          The Special Servicer,
subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance
of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally,
requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


(h)          None of the foregoing
restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with


 



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regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s,
the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing
operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating
Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property
and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the
extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information collected
by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s
website that they have access to) other than pursuant to this Section 3.13(h).


 


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


 


Section 3.14         Title
to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (directly or through a single
member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale
shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if
applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on
behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the
meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the
Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close
of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions)
and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to
sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel,
addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of such REO Property
subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse
REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the
immediately preceding


 



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sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining
the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the
Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          The Special Servicer
shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds
and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts,
held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion
Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for
the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The
Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt of properly
identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account
when first established and of the new location of the REO Account prior to any change thereof.


 


(c)          The Special Servicer
shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition
of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On or prior
to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced
Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall
deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such
amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion
of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with
respect to a Serviced Companion Loan, on the Business Day preceding each Serviced   Whole Loan Remittance Date), the Special
Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in
the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced   Whole Loan Remittance
Date) for the related Distribution Date.


 






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(d)          The Special Servicer
shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and
withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15     Management of REO
Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and
lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related
Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely disposition
and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any
“income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse
REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things
in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each
Serviced Pari Passu Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may
be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial
mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within
the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than one (1) Business Day following receipt of such properly identified funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)           all
insurance premiums due and payable in respect of such REO Property;


 


(ii)          all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)         any
ground rents in respect of such REO Property, if applicable; and


 


(iv)         all
costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its


 



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own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior
to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.


 


(b)          Without limiting
the generality of the foregoing, the Special Servicer shall not:


 


(i)           permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 


(c)          The Special Servicer
shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of
the acquisition date thereof, provided that:


 


(i)           the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)          the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)         any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


 






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(iv)         none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


 


(v)          the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)          When and as necessary,
the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from
the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of,
or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with
Sections 3.15(a) and 3.15(b).


 


Section 3.16     Sale of Defaulted
Loans and REO Properties.(a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan,
the Special Servicer shall order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt
of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided,
however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged
Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within
thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination
based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of such
circumstances and new information in accordance with the Servicing Standard including, without limitation, the period and amount
of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy; provided
that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any
adjustment to its fair value determination.


 


(ii)          If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
will, notwithstanding anything in this Section 3.16 to the contrary, have the option to 


 



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purchase the related Mortgage
Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)          If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan, to the extent
permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced
Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an
Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would
be in the best interests of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not
less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer
at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept
the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the
Special Servicer shall solicit offers and, subject to subclause (B) below, accept the highest offer received from any
Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person
other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair
price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated
Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other
factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of
the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee
shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer


 



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received and (y) at
least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such
Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period
or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Pari Passu Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Pari Passu Whole Loan. If the
Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such
third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If
such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall
be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts
consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its
individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any Mortgage
Loan other than an Excluded Loan, and excluding any Subordinate Companion Loan, in consultation with the Directing Certificateholder
(unless a Consultation Termination Event shall have occurred and be continuing) and, in the case of a Serviced Pari Passu Whole
Loan or an REO Property related to a Serviced Pari Passu Whole Loan, the related Companion Holder), in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property
related to a Serviced Pari Passu Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single lender (taking into account the pari passu nature
of the related Companion Loan, as applicable)). In addition, the Special Servicer may accept a lower offer from any Person other
than an Affiliate of the Special Servicer if it determines, in its


 



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reasonable and good faith judgment, that the acceptance of such
offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Pari Passu Whole Loan
or an REO Property related to a Serviced Pari Passu Whole Loan, the related Companion Holder (as a collective whole, as if such
Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking into account the pari
passu of the related Companion Loan, as applicable)) (for example, if the prospective buyer making the lower offer is more
likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided
that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall
use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the
Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this Section 3.16,
on the basis of anything other than the related Appraisal.


 


(v)          Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)          (i) (A) The Special
Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Pari Passu Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Pari Passu Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention
to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special
Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase
Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission
that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(A)          In the
absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest bidder is a Person other


 



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than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the
Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(B)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Pari Passu Whole Loan, the related Companion Holder, and in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Pari Passu Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not
the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)          In determining
whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall obtain and
may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by
the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent
expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the
offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment
from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand
for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.
In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or, if applicable,
such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into
account, as applicable, among other


 



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factors, the physical condition of such REO Property, the state of the local economy and the
Trust’s obligation to comply with REMIC Provisions.


 


(ii)          Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the
Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)          Any sale of a
Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)          With respect to
each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related
Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage Loan
that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related
Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted
to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer
constitutes a fair price for a Serviced Pari Passu Whole Loan, such determination shall be made by the Trustee if the offeror is
an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan
together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent
of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder
of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer has delivered
to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice
of any decision to attempt to sell such Serviced Pari Passu Whole Loan; (b) at least ten (10) days prior to the permitted
sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal
for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than
is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master


 



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Servicer or the Special Servicer
in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will
be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates
shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu
Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph
with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use
efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)          (i) Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable Serviced Pari Passu Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)          Unless otherwise
provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing
released basis.


 


(g)          In the event the
Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to the related
Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 






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Section 3.17     Additional Obligations
of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.
The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any
right of reimbursement therefor.


 


(b)          The Master Servicer
or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required to be delivered
to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full
amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account and available
for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion,
as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then-current Determination Date, for successive one-month periods
for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage Loan other than an Excluded
Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance
with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections
on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at
any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such
reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will
exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection
Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to


 



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Section 3.13(c), unless extraordinary circumstances make such notice impractical,
which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting
fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances
or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or cause
a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance
or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received
from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance.
If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply, the
Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement
as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second
preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining
such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein shall
give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal
collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the Trustee,
as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating
Agencies contemplated by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this Section 3.17(c) or to comply with the terms of this Section 3.17(c)
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring
such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date
(deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as the case may be,
agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate


 



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reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders
for any such election that such party makes as contemplated by this Section 3.17(c) or for any losses, damages or other
adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing
Standard or any duty under this Agreement. Neither the Master Servicer nor the Trustee shall have any liability whatsoever for
making an election, or refraining from making an election, that is authorized under this Section 3.17(c).


 


No determination by the
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Pari Passu Whole Loan (to the extent received), the Master Servicer
or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)          With respect to
any Mortgage Loan (or Serviced Pari Passu Whole Loan), if the related loan documents permit the lender to (but do not require the
lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Pari Passu Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special
Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the
applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such
amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or
Serviced Pari Passu Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)          Within one (1)
Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or the Special
Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or amendment of any
Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section 3.18     Modifications, Waivers,
Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a),
Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s consent rights
pursuant to this Section 3.18(a) with respect to any modification, waiver or amendment that constitutes a Major Decision)
and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Pari Passu Whole Loan (and with
respect to any


 



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Serviced Pari Passu Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise
or consult with the Master Servicer or the Special Servicer, as the case may be, with respect to, or to consent to, a modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement) and provided that the matter
does not involve a Special Servicer Decision or a Major Decision, the Master Servicer shall not modify, waive or amend the terms
of a Non-Specially Serviced Loan and/or Companion Loan (if any such action constitutes a Major Decision) without the prior written
consent of the Special Servicer (it being understood that the Master Servicer will promptly provide the Special Servicer with notice
of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and
all information reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to
grant or withhold such consent); provided that such consent shall be deemed given (unless earlier objected to by the Special
Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s
written recommendation and analysis with respect to such modification, waiver or amendment and all information reasonably requested
by the Special Servicer and reasonably available to the Master Servicer in order to make an informed decision with respect to such
modification, waiver or amendment; and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground
Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such
Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such
Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the Trustee,
the Certificate Administrator, the Special Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion
of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required
or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d))
that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain
the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination
Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon consultation
with the Directing Certificateholder pursuant to Section 6.08 hereof) (which consent or consultation shall be coordinated
through the Special Servicer). In all other cases, the Special Servicer shall process any modification, waiver, amendment or consent
with respect to a Specially Serviced Loan. Notwithstanding the foregoing, subject to the rights of the related Companion Holder
to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the
related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this


  



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Section 3.18(a) if any such modification, waiver or amendment constitutes a Major Decision, the Master Servicer, with
respect to Non-Specially Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any Non-Specially
Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct
or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided
that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating Agency
(and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable Rating Agency)
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as the case may be, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the proviso in the definition of “Special Servicer Decision” or “Major Decision”, as applicable)
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Loan, the Master Servicer
shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that
the Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have
no further obligation with respect to such request or the Special Servicer Decision or Major Decision.


 


(b)          If the Special
Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral of interest
or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of
the terms of a Specially Serviced Loan with


 



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respect to which a payment default or other material default has occurred or a payment
default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
and Section 3.18(c), (y) with respect to any Mortgage Loan other than any Excluded Loan, prior to the occurrence
and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence and during
the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
Certificateholder) as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior
to the occurrence and continuance of a related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate
Companion Loan will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder
shall have no consent or consultation rights regarding the matter; and (z) additionally, with respect to a Serviced Pari Passu
Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer
with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution
of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or to approve the calculation
of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 






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If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special Servicer, as
the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid, the related
Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease
and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to
any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold
estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Pari Passu Whole Loan generally
at the related Mortgage Rate.


 


(c)          Any provision
of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)          To the extent
consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 and subject
to the Special Servicer’s consent rights pursuant to Section 3.18(a) if any such waiver, modification or amendment
constitutes a Major Decision) or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably
foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause (x) any
Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be subject to any tax under the
REMIC Provisions. In making this determination, the Master Servicer or the Special Servicer may obtain and rely upon (and shall
provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor
or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor or such


 



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other
Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer
or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other
Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that any
prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be
due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)          Subject to Section 3.18(c),
the Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification
(including extensions), waiver or indulgence or any other matter or thing, the granting of which is within the Master Servicer’s
or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing
the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to
the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable or customary
fee, for the additional services performed in connection with such request; provided that the charging of such fee is not
a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)          All modifications
(including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this Section 3.18
shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor (and
by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance
with the Servicing Standard).


 


(g)          With respect to
any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof, the
Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in
each case, after it is finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended
and the date thereof. With respect to any modification, waiver or amendment (in each case, after it is finalized and executed)
for which it is responsible for processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written
notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the
Special Servicer shall, prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded
Loan, forward such notice to the Directing Certificateholder), the applicable Companion Holder (unless, with respect to a holder
of an AB Subordinate Companion Loan, an


 



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AB Control Appraisal Period has occurred, if applicable) and the related Mortgage Loan
Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing
Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within
ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver
or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class R or Class V Certificates). With respect to the processing of any modification, waiver or consent
related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such
modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes
such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m.
on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or the Special
Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice
of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the
preceding sentence shall set forth, to the extent the Special Servicer or the Master Servicer, as the case may be, has the requisite
information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related
Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional
debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that
either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in
a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator, as applicable, and
the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package
enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate
Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK
shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer and the Certificate Administrator
may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)          The Master Servicer
shall process all defeasance transactions. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard
to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance
provisions of any Mortgage Loan or a Serviced Pari Passu Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled payments under the related Mortgage


 



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Loan (or defeased portion thereof) when due,
(ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or
Serviced Pari Passu Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if
applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the
effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged
Property; provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance,
(iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor
shall establish a single purpose entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the
extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer
shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited
to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and,
if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered
a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any
Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than
$20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans
a, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding
the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv)
and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs
shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)          Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Pari Passu Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Pari Passu Whole Loan documents,
as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master
Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents
and, if applicable or Companion Loan documents


 



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or otherwise as a Trust Fund expense) to the effect that such use would not be and
would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25). Notwithstanding the foregoing, with respect to certain Mortgage Loans originated or acquired by CCRE that
are subject to defeasance, CCRE has transferred to a third party or has retained the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and
Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan
for which CCRE is the related Mortgage Loan Seller and that provides for Retained Defeasance Rights and Obligations in the related
Loan Documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such
defeasance request to CCRE or to CCRE’s assignee in the case of the Mortgage Loans for which CCRE is the related Mortgage
Loan Seller. Until such time as CCRE provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with
Retained Defeasance Rights and Obligations as to which CCRE is the related Mortgage Loan Seller shall be delivered to Cantor Commercial
Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso, fax number: (212) 610-3623,
with copies to General Counsel.


 


(j)          If required under
the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer
shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts,
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall
be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan
documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance
Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account, the Master
Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance
with clause (a)(i) of the definition of “Available Funds” and not as a prepayment of the related Mortgage
Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts
to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(k)          Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to five percent (5%) of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 






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(l)          Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer shall
not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of
Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not
cause an Adverse REMIC Event.


 


(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement,
the Master Servicer may with respect to Non-Specially Serviced Loans, without any Directing Certificateholder approval, Rating
Agency Confirmation or the Special Servicer’s approval (provided that the Master Servicer delivers notice thereof
to the Special Servicer after completion (and the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination
Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to the
extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such
party does not desire to receive copies of such items), (i) grant waivers of non-material covenant defaults (other than financial
covenants), including late financial statements; (ii) consent to releases of non-material, non-income producing parcels of
a Mortgaged Property that do not materially affect the use or value of the Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the Mortgage Loan or Companion Loan as and when due provided such releases are required by the
related Mortgage Loan documents and there is no lender discretion permitted under the Mortgage Loan documents; (iii) approve
or consent to grants of easements or rights of way for utilities, access, parking, public improvements or another purpose or subordinations
of the lien of Mortgage Loans to easements that (with respect to any of the foregoing) do not materially affect the use or value
of a Mortgaged Property or a Mortgagor’s ability to make any payments with respect to the related Mortgage Loan and any related
Companion Loan; (iv) grant other routine approvals, including the granting of subordination, non-disturbance and attornment
agreements and leasing consents that affect less than the lesser of (a) 30% of the net rentable area of the Mortgaged Property
or (b) 30,000 square feet; (v) (other than in respect of hospitality properties) consent to actions related to condemnation
of non-material, non-income producing parcels of the Mortgaged Property that do not materially affect the use or value of the Mortgaged
Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan when due;
(vi) consent to a change in property management relating to any Mortgage Loan or related Companion Loan with an outstanding
principal balance of equal to or less than $2,500,000 and where the successor property manager is not affiliated with the related
Mortgagor; (vii) except for any annual budget approval that constitutes a Special Servicer Decision pursuant to clause
(b) of the definition of “Special Servicer Decision”, approve annual operating budgets; and (viii) consent to any
releases or reductions of or withdrawals from (as applicable) any letters of credit, reserve funds or other additional collateral
with respect to any Mortgaged Property securing a Mortgage Loan where the release or reduction of or withdrawal from (as applicable)
the applicable letter of credit, reserve funds or additional collateral is not considered a Special Servicer Decision under clause
(c) of the definition of “Special Servicer Decision”; provided that (w) any such action would
not in any way affect a payment term of the Certificates, (x) any such action would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and


 



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would not otherwise cause
either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the
expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing
to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement. The foregoing
is intended to be an itemization of actions the Master Servicer may take without having to obtain the approval of any other party
and is not intended to limit the responsibilities of the Master Servicer hereunder.


 


Section 3.19     Transfer of Servicing
Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that a Servicing
Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion
Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give notice to the Master Servicer or the
Special Servicer, as the case may be, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer
shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts
to provide the Special Servicer with all documents and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master
Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested
by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing
Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer
Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special
Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate
Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class
Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall


 



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immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the
occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered
to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)          In servicing any
Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals of documents
included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within its
possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional
related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require
the Master Servicer to produce any additional reports.


 


(d)          No later than
sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable,
the related Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”)
with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master
Servicer, the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any Excluded Loan or (B) any
AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence of a Consultation
Termination Event), the Operating Advisor (but, other than with respect to an Excluded Loan, only after the occurrence and during
the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced
Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an Other
Securitization, to the applicable master servicer of such Other Securitization into which the related Serviced Companion Loan has
been sold; the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator
and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the
information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer
Event:


 






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(i)           a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


 


(iii)         the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


 


(iv)         (A)
applicable the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)          the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Pari Passu Whole Loan;


 


(vi)         a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)        the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)          such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 






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If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the best interest of all the Certificateholders),
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten
(10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special
Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the Directing
Certificateholder (prior to the occurrence of a Consultation Termination Event and, in the case of an AB Whole Loan, only prior
to the occurrence of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB
Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination
Event) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above
in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report
in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders; provided
that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days following
the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status
Report, if consistent with the Servicing Standard; provided, however, that such Asset Status Report does not, and
is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in
connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
including the Special Servicer’s obligation to


 



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act in accordance with the Servicing Standard and to maintain the REMIC status
of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities under this
Agreement.


 


If a Control Termination
Event has occurred and is continuing (or, with respect to the AB Whole Loan, if both a Control Termination Event has occurred and
is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). The Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later
of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not
an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or
Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest
of the Certificateholders as a collective whole (or, with respect to a Serviced Pari Passu Whole Loan, the best interest of the
Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature
of such Companion Loan)).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, each of the Directing
Certificateholder (except with respect to any Excluded Loan) and the Operating Advisor shall consult with the Special Servicer
and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other
than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the
Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating
Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status
Report as it deems


 



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reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan
pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights
over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set
forth in the related Intercreditor Agreement.


 


(e)          (i) Upon receiving
notice of the occurrence of the events described in clause (iv) or (x) of the definition of Servicing Transfer
Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable
promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating
to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5)
Business Days of the occurrence of each such event.


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same
time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          Prior to the occurrence
and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of a Final Asset
Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall deliver in
electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status
Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver
each Asset Status Report with respect to an AB Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal
Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect
to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within
five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of
such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).
If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt
of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder
until the Directing Certificateholder approves such draft summary; provided,


 



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however, that if the Directing Certificateholder
has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial
draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by
the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report;
provided, further, however, that if at any time the Special Servicer determines that any affirmative disapproval
of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to
the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b)
notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business
Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare
a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved
by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)          No provision of
this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of any proposal,
objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20     Sub-Servicing Agreements.
(a) The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third
parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified:
(i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable
conditions of this Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event),
the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02
hereof under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding
clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer
or Special Servicer, as applicable, any successor master servicer or successor special servicer or any Certificateholder (or the
related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect
to such purchased Mortgage Loan at its


 



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option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except
through the Master Servicer or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04;
(vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the
Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the
Sub-Servicer to take any action constituting a Major Decision without the consent of the Master Servicer or the Special
Servicer, as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with
respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function
Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is
not a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement
and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if the
Sub-Servicer fails (other than with respect to Prudential Asset Resources, Inc., as the primary servicer under the related
primary servicing agreement) (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the
Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the Sub-Servicing
Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor is a party
to, or (B) to perform in any material respect any of its covenants or obligations contained in the
Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party
to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required
under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor
special servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as
applicable, be assigned and may assume any Sub-Servicing Agreements from the applicable predecessor Master Servicer or
Special Servicer, as the case may be (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing
Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder
may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially
Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement
provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all
Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with
respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such
Sub-Servicing Agreement. The Master Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of
all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly
upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken by the Master
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts


 



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advanced by
any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to
satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer
out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner
and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances
shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer
and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this
Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.
The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the
case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of
the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing
Agreements.


 


(b)          Each Sub-Servicer
shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage
Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s obligations under
this Agreement.


 


(c)          As part of its
servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the Certificateholders,
shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of
each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to
use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI hereof. Such
enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. Subject to the terms of the related Sub-Servicing Agreement, including any provisions thereof limiting the
ability of the Master Servicer or the Special Servicer, as applicable, to terminate a Sub-Servicer, each of the Master Servicer
and the Special Servicer shall have the right to remove a Sub-Servicer retained by it at any time it considers such removal to
be in the best interests of Certificateholders (and/or, in the case of a Sub-Servicer for a Serviced Pari Passu Whole Loan, the
related Serviced Pari Passu Companion Loan Holder(s)), as applicable.


 


(d)          In the event the
Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master Servicer under
any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any 


 



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Sub-Servicer that is an Initial
Sub-Servicer, the Master Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Mortgage Loans for which it is responsible, and the Master Servicer shall pay the fees
of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee
required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing
Agreement.


 


(f)          The Trustee, upon
the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable such Sub-Servicer
to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          Each Sub-Servicing
Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer, the Trustee or
such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause and without
a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master servicer
shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations under the
Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under this
Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of
the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          With respect to
Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request (such request
to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer, reasonably
cooperate in delivering reports and information, including remittance information, and affording access to information to the related
Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the terms
hereof.


 


(i)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section 3.21          Interest
Reserve Account.


 






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(a)           On the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year
(in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect
of the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month
in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any consecutive February and January pursuant to clause (i),
“Withheld Amounts”).


 


(b)           On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22     Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during
the continuance of any Control Termination Event, the Operating Advisor (with respect to a Special Servicer only), regarding the
performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as
the case may be, is responsible.


 


Section 3.23     Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit MM attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form
of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor
directing certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 






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(b)           Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of
the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the
Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice
from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)         
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)         
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, RREF III Debt


 






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AIV, LP shall be the initial
Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until
a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)         
If the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)         
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders of one or more Classes including the Controlling
Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder
shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any
director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)         
(i) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Pari Passu
Whole Loan, as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate
the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, and any AB Whole Loan Controlling
Holder.


 


(j)          
With respect to a Serviced Pari Passu Whole Loan and any approval and consent rights in this Agreement with respect to such
Serviced Pari Passu Whole Loan, the related Serviced   Whole Loan Controlling Holder shall exercise such rights in accordance
with the related Intercreditor Agreement.


 






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(k)         
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)          
At any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and
the Class F Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder
and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered
to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master
Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect
to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing
Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by
the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably waive its
right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No
Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)        
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer
within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation
Termination Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation
Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special
notice” on the Certificate Administrator’s Website pursuant to this provision.


 






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In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state
“A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver
by the prior Holder.”


 


With respect to any Excluded
Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent or consultation rights
with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded Loan.


 


Section 3.24    
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees
that each Serviced Pari Passu Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject
to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Pari Passu Whole
Loan, and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor
Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the
related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer
and Special Servicer agrees not to take any action with respect to a Serviced Pari Passu Whole Loan,


 






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or a Mortgage Loan with mezzanine
debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable,
to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable,
is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that
each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan
pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.
Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder
will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


 


(b)         
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event
shall the Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new
Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice
to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer
or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder
or a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master
Servicer or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 






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(d)         
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such
Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion
Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted
to exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right
in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the
related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the
holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent
required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder
without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the
case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)         
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (1) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Pari Passu Whole Loan, to the related Companion Holder, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be
provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or
a Consultation Termination Event) and (2) to consult with any related Companion Holder on a strictly non-binding basis, to
the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Pari Passu Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after
the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to the
Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder,
whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special Servicer
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business
Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may
make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect
the interests of the Certificateholders and the related Companion Holder. In no event shall the Special Servicer be


 






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obligated at
any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)          
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)         
With respect to any Serviced Pari Passu Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the
related Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier
than 2 Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section 3.25     Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not be obligated to send such request directly to the
Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the case may be, confirms


 






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its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) it
has been appointed and currently serves as the master servicer or the special servicer on a transaction-level basis on a transaction
currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing
concerns of the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3”
(in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not cited servicing concerns
of the applicable replacement master servicer or special servicer, as applicable, as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement master
servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider
of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)         
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the Special Servicer would have been permitted to waive obtaining or to make a determination with respect
to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement
did not exist).


 






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(c)         
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26   
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and
(B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)         
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)         
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth
the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during
the prior calendar year on a “platform-level basis” with respect to the resolution and/or liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under


 






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the related
Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c)
hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other
than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating
Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual
Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information
Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to
review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator
and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor
Annual Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating
Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties
as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement. Notwithstanding
the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to any calendar year
as to which no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)          
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating
Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)         
Prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior
to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer


 






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will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take
any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.


 


(e)          
(i)  After the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced
AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)         
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer
and provide any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction
Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating
Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business
Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate
Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer
and determine which calculation is to apply.


 


(iii)        
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during
the continuance of both a Control Termination Event (except with respect to any Excluded Loan) and a related AB Control Appraisal
Period.


 






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(f)          
[RESERVED].


 


(g)        
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each
party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer and, unless a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage
Loan other than a Non-Serviced Whole Loan and other than any Excluded Loan) other than pursuant to a Privileged Information Exception.
Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and
any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable
to the Operating Advisor.


 


(h)         
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.07(a).


 


(i)          
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan and each Companion Loan)
and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the
Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may
be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment
due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or
6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates has not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually


 






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received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the Servicing Standard to
collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but
only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as the case
may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the
Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than
requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will
have no obligations or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole
Loan or any related REO Property or (ii) any AB Mortgage Loan, prior to the occurrence and continuance of both an AB Control
Appraisal Period and a Control Termination Event; provided, further, that the Operating Advisor shall not be entitled
to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)         
 After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written
direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal
Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement
Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible
Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee
and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by
the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate
Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate
Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate
Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall
immediately replace the Operating Advisor with the replacement Operating Advisor.


 


(k)        
 After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be


 






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effective until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations
of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued and owing to
it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination). The
Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required
to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder
(only if no Consultation Termination Event has occurred and is continuing), any Companion Loan holder and the Certificateholders.


 


(l)          
The holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator
will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such
Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)         
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)         
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V
Certificates and the Class R Certificates, then all of the


 






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rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)         
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)         
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate
of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(s)         
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the
foregoing, if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor,
the Depositor shall be permitted to find a replacement.


 


(t)         
The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26(t); provided that
no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective


 






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Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations hereunder in accordance with the
provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of
such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same
extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this Agreement.
The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


 


Section 3.27   
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)        
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)        
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 


(d)        
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28    
Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective
name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced


 






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Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or any successor Serviced
Companion Noteholder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion
Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section 3.29    
Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the
Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)        
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)        
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(d)        
Prior to each Servicing Shift Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect
to the related Servicing Shift Whole Loan. On each related Servicing Shift Companion Loan Securitization Date (i) the Custodian
shall, upon receipt of a Request for Release, transfer the related Mortgage File (other than the promissory note evidencing the
related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian) for the related Servicing Shift
Whole Loan to the related Non-Serviced Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer
is not the related Non-Serviced Master Servicer, transfer the Servicing File for the related Servicing Shift Whole Loan to the
related Non-Serviced Master Servicer.


 






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(e)        
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(f)        
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Control Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(g)        
With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(h)        
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(i)         
With respect to any Non-Serviced Mortgage Loan, any “Major Decision” pursuant to clause (xiii) of the
definition of such term shall be processed by the Special Servicer in the same manner that the Special Servicer is required to
process any Major Decision with respect to a Mortgage Loan serviced under this Agreement, in accordance with the terms and conditions
of Section 6.08 and irrespective of the fact that such Mortgage Loan is a Non-Serviced Mortgage Loan. Upon receiving
a request for any matter that constitutes a Major Decision described in the preceding sentence, the Master Servicer shall forward
such request to the Special Servicer.


 


(j)         
During the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later
than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare
(if


 






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and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Pari Passu Companion
Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required,
the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup
File (only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling
and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative
Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer
Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC®
Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance
Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update File.
Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date,
the Master Servicer shall deliver or cause to be delivered in electronic format to the related other master servicer under the
related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. In no event shall
any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior
to the Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered in electronic
format to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required
to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant to the terms hereof to the extent related
to such Serviced Pari Passu Companion Loan.


 


Section 3.30    
[RESERVED].


 


Section 3.31    
[RESERVED].


 


Section 3.32    
Litigation Control. (a)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any
Serviced Companion Loan or any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing
Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related
Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master Servicer and/or
the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation
relating to the rights and obligations of the Trust, or of the Mortgagor or other Borrower-Related Party under the related Mortgage
Loan documents, or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or Serviced
Pari Passu Whole Loan), or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related
Mortgage Loan documents (“Trust-Related Litigation”). In the event that the Master Servicer is named in any
Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust
is named in such Trust-Related Litigation), the Master Servicer


 






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 shall notify the Special Servicer of such litigation as soon as
practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related
Litigation.


 


(b)        
To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer
is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the
Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation;
(ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as
the Master Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect
to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited
to the selection of counsel; provided that the Master Servicer shall have the right to engage separate counsel relating
to claims against the Master Servicer to the extent set forth in Section 3.32(e); and provided, however,
that if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required
for such claims, such counsel shall be reasonably acceptable to the Master Servicer.


 


(c)        
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of
any Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing
the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance
of a Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special
Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter affects such related
Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special
Servicer) and the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence
and continuation of a Control Termination Event) has not objected in writing within five (5) Business Days of having
been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably requested
with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written
objection has not been received by the Special Servicer within such 5-Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect
to a Serviced Pari Passu Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for
the Directing Certificateholder’s response.


 


(d)        
Notwithstanding the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or
consultation provided by the Directing Certificateholder (or any other party to this Agreement) that would require or cause the
Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Serviced Pari Passu


 






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Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any
claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the
Special Servicer’s or the Master Servicer’s, as the case may be, responsibilities under this Agreement.


 


(e)        
Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and
subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the
Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not
limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s
reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)        
Further, nothing in this Section 3.32 shall require the Master Servicer to take or fail to take any action which,
in the Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or
(ii) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations under
this Agreement.


 


(g)        
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer,
the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer
to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such
claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage Loan other than
an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation
Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation),
provided in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing
on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust
and payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as
and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling
the Trust-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer
provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A),
(B) and (C).


 


(h)        
In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master
Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights
afforded to such party in this Section 3.32.


 






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This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in
the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating
to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether
in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor
the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii) in
the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating
to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but not to otherwise
direct, manage or prosecute such litigation or claim); provided, however, that nothing in this subsection shall be
interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect to any Mortgage
Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and
continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c),
respectively) from initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust.


 


Section 3.33     Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately posted as Excluded
Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate
Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s Website under
the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded Controlling
Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans
on the Certificate Administrator’s Website (unless a loan-by-


 






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loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans). None of the Master
Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded
Information in accordance with this Section 3.33 until such party has received written notice with respect to the related
Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth in this Agreement shall
prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any
Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such
Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party
with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 4.02(f)
of this Agreement.


 


[End of Article III]


 


Article IV



distributions TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.
(a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of
Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making
any distribution with respect to any succeeding priority:


 


(i)          
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the
Class X-C Certificates, the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates and the Class X-G
Certificates pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect of
interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such
Distribution Date;


 


(ii)        
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior
to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB
Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any


 






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distributions specified in subclause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has
been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates
has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3),
(4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances of the Class
A-SB Certificates have been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, and Class A-SB Certificates, pro rata
(based on their respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution
Date, until the Certificate Balance of each of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, and Class A-SB Certificates is reduced to zero;


 


(iii)       
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Realized
Losses previously allocated to each such Class), plus interest on that amount at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)        
fourth, to the Holders of the Class A-M Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)        
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, and Class A-SB Certificates have been reduced to zero, to the Holders of the Class
A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class A-M Certificates has been reduced to zero;


 






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(vi)        
sixth, to the Holders of the Class A-M Certificates, up to an amount equal to the unreimbursed Realized Losses previously
allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class;


 


(vii)      
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)     
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class B Certificates has been reduced to zero;


 


(ix)        
ninth, to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(x)        
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)        
eleventh, after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates
and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates
has been reduced to zero;


 


(xii)       
twelfth, to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xiii)      
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)      
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates
have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class D Certificates has been reduced to zero;


 






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(xv)       
fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 


(xvi)     
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)    
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced
to zero;


 


(xviii)   
eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class;


 



(xix)      
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the
aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)       
twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F
Certificates has been reduced to zero;


 



(xxi)      
twenty-first, to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(xxii)     
twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal to
the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 



(xxiii)    
twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G
Certificates,


 






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in
reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class G Certificates has been reduced to zero;


 



(xxiv)    
twenty-fourth, to the Holders of the Class G Certificates, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class; and


 


(xxv)     
twenty-fifth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the
Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable
efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master Servicer,
the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making
of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)        
[RESERVED].


 


(c)        
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(e)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal
to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall
be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case
of the Class LA1, Class LA2, Class LA3, Class LA4, Class LASB and Class LAS Uncertificated Interests,
the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interests, the Class X-B Certificates,
(iii) in the case of the Class LC Uncertificated Interests, the Class X-C Certificates, (iv) in the case of the
Class LD Uncertificated Interest, the Class X-D Certificates, (v) in the case of the Class LE Uncertificated Interest, the Class
X-E Certificates, (vi) in the case of the Class LF Uncertificated Interest, the Class X-F Certificates, and (vii) in the case of
the Class LG Uncertificated Interest, the Class X-G Certificates, in each case, computed based on an interest rate equal to the
excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal
to its related Lower-Tier Principal Amount, in each case to the


 






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extent actually distributable thereon as provided in Section 4.01(a).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c). The
initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)        
After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided
for in this Section 4.01.


 


(e)        
On each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier
Regular Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions
of any Prepayment Premiums and Yield Maintenance Charges received in the related Collection Period from amounts deposited in the
Upper-Tier REMIC Distribution Account pursuant to Section 3.05(d) of this Agreement, as follows:


 


Prepayment Premiums and
Yield Maintenance Charges received with respect to the Mortgage Loans shall be distributed to the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Certificates in an amount equal to, in the
case of each such Class, the product of (a) a fraction, not greater than one, the numerator of which is the amount distributed
as principal to such Class on such Distribution Date, and whose denominator is the total amount distributed as principal to the
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C and Class D Certificates on
such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates
and (c) the aggregate amount of the Prepayment Premiums or the Yield Maintenance Charges, as applicable, collected on such
Principal Prepayment during the related Collection Period.


 


Any Yield Maintenance
Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions described in the
preceding


 






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paragraphs (the “IO Group YM Distribution Amount”) shall be allocated and distributed in the following
manner:


 


(i)        
 to the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is
the aggregate amount of principal distributed on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class
A-M Certificates on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders
of the Class A-1 through Class D Certificates for such Distribution Date, multiplied by (b) the IO Group YM Distribution
Amount;


 


(ii)        
to the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
aggregate amount of principal distributed on the Class B Certificates on such Distribution Date and the denominator of which is
the total amount of principal distributed to the holders of the Class A-1 through Class D Certificates for such Distribution
Date, multiplied by (b), the IO Group YM Distribution Amount; and


 


(iii)      
to the Class X-C Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
amount of principal distribution to the Class C Certificates on such Distribution Date and the denominator of which is the
total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(iv)      
to the Class X-D Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
amount of principal distribution to the Class D Certificates on such Distribution Date and the denominator of which is the
total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(v)       
to the Class X-E Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
amount of principal distribution to the Class E Certificates on such Distribution Date and the denominator of which is the
total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(vi)      
to the Class X-F Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the
amount of principal distribution to the Class F Certificates on such Distribution Date and the denominator of which is the
total Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;
and


 


(vii)      
to the Class X-G Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of
the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates described in (i) through (vi) above.


 






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All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interest, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)           
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after
application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any
amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from
the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)         
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master


 






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Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)         
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)           
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate, such to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)          
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the
amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the
respective Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date;
provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which
has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and
shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such
distribution to a prior Holder shall be made in accordance with Section 13.05 at such last


 






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address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered
thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior
Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed solely to the Holders of the Class V Certificates from the Excess Interest Distribution Account.
Excess Interest will not be available to pay any other amounts except for distributions on Class V Certificates set forth
in the prior sentence.


 


(k)          
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying
Agent shall make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order
of priority:


 


(i)           
to pay to the Master Servicer for deposit into the Collection Account any amounts deposited by the Master Servicer in the
Companion Distribution Account not required to be deposited therein;


 


(ii)        
  to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Pari Passu Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant
to the related Intercreditor Agreement;


 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions
from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and
on each additional date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion
Holder or an agent therefor appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no
such account so appears or information relating thereto is not provided at least five Business Days prior to the related
Record Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Serviced
Companion Noteholder Register). Any such account shall be located at a commercial bank in the United States.


 






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On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


(l)           
On the first Distribution Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution
Account and distribute $100 to the Class X-C Certificates. Such distribution shall be deemed a payment of principal on the principal
balance of the REMIC regular interest represented by the Class X-C Certificates (such principal balance being $100) for federal
income tax purposes.


 


(m)         
 On the first Distribution Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution
Account and distribute $100 to the Class X-D Certificates. Such distribution shall be deemed a payment of principal on the principal
balance of the REMIC regular interest represented by the Class X-D Certificates (such principal balance being $100) for federal
income tax purposes.


 


Section 4.02     Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in
part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package
in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)          the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 






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(vi)        
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 


(vii)       
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)        the value of any REO Property (and, with respect to any Serviced Pari Passu Whole Loan, the trust’s interest therein)
included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis,
based on the most recent Appraisal or valuation;


 


(ix)         
the Available Funds for such Distribution Date;


 


(x)          
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) (in the case of the Class V Certificates), Excess Interest and (C) Prepayment Premiums;


 


(xii)        
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 



(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on
such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the
Principal Balance Certificates to date;


 


(xv)        
the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)       
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Pari Passu Whole Loan,
the amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a
loan-by-loan basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date, together with
a detailed worksheet showing the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 






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(xvii)      
the current Controlling Class;


 


(xviii)     
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(xx)        
a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)       
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(e);


 


(xxiii)     
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement
of previously allocated Realized Loss;


 


(xxiv)     
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)      
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)     
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 






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(xxvii)    
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   
[RESERVED];


 


(xxix)      
the then-current credit support levels for each Class of Certificates;


 


(xxx)        the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)   
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxiv)    
the amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-


 






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D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)         
[RESERVED].


 


(c)          
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer
or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor) to the
extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s or
Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as the case may be, shall
not be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the
Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13,
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 






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Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)         
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer, shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or


 






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such Controlling Class Certificateholder, as applicable, is
not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related
Excluded Special Servicer Loan(s).


 


Section 4.03     P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to
be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances or (iii) make
such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately
reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or
before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections
of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify
the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by the Master Servicer for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before two (2) Business
Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York
City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon,
New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be
deposited into the Collection Account for payment to CREFC® on such Distribution Date.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and


 






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Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to The Mall at Rockingham Park Mortgage Loan, then it shall provide to the
related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2)
Business Days of making such P&I Advance.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any related REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection
Period and were not received as of the close of business on the Business Day preceding the related P&I Advance Date (or not
advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent
in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan
related to a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I
Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than
any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any,
received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto
are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer,
the Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the
Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced
Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Other Pooling and Servicing


 






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Agreement that is similar
to a P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon
such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall
not be required to make any additional P&I Advances with respect to the related Serviced Mortgage Loan unless and until the
Master Servicer, the Special Servicer and Trustee, as the case may be, determines that any such additional P&I Advances with
respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result
of consultation with the related Other Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine
that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with
the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future


 






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P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if
the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired
or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance
Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)          
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined with respect to any
Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance
with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution
Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which
is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount (or, in the case of a Serviced Pari Passu Whole Loan, the portion of such Appraisal Reduction Amount
allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such
Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment
due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)           
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04   
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were


 






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used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not
otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to
any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than
(ii) the then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of
principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses
to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized
Losses so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other
shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount
of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously
were allocated Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated
to such Class of Principal Balance Certificates.


 


(b)           On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without
distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to
such Distribution Date. Any such write off shall be allocated first, to the Class G Certificates, second,
to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D
Certificates, fifth, to the Class C Certificates, sixth, to the Class B Certificates; seventh,
to the Class A-M Certificates and then, pro rata (based on their respective Certificate Balances),
Class A-1, Class A-2, Class A-3, Class A-4, and Class A-SB Certificates, in each case until the remaining
Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)         
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce
the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05   
Appraisal Reduction Amounts. (a)  For purposes of (x) determining the Controlling Class (and whether
a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for
purposes of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Pari
Passu Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced
to zero (i.e., first, to the Class G Certificates, second, to the Class F Certificates, third,
to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to


 






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the Class B Certificates, seventh, to the Class A-M Certificates, and finally, pro rata based
on their respective interest entitlements, to the Senior Certificates
(other than the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-G Certificates)). Following
receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information included
in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall
determine from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice
of the identity of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction Amount
calculated for purposes of determining the Controlling Class, the appraised value of the related Mortgaged Property will be determined
on an “as-is” basis.


 


(b) 
        (i)  The Holders of the majority of Voting Rights of any Class of
Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (any such
Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction Amount in respect of such Class
shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any
Mortgage Loan (or Serviced Pari Passu Whole Loan) for which an Appraisal Reduction Event has occurred (such Holders, the
“Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure that such
second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall
ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI
appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are
requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)         
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation
of the Appraisal Reduction Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction
Amount based on such supplemental Appraisal and any information received from the Master Servicer. If required by such recalculation,
the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable,
have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction
Amount. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall
refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any,
as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request
to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the
Special Servicer determines that no recalculation of the Appraisal Reduction Amount is warranted or (B) the Special Servicer
recalculates the Appraisal Reduction Amount based on the supplemental Appraisal, the “Appraisal Review Period”).
The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the most senior Class of Control
Eligible Certificates, if any.


 






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(c)         
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Pari Passu Whole Loan as
to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Pari Passu Whole Loan has become a Corrected
Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or
Serviced Pari Passu Whole Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary
of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property
has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal
(which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or
to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and,
promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance
with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any
Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the
Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable,
and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the
occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan
or Serviced Pari Passu Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the Special Servicer shall not be liable
for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient
information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations
hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is
a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to
the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder
of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined Appraisal
Reduction Amount shall replace the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced
Pari Passu Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect to
any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation
or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect
to a Mortgage Loan or related Companion Loan or Serviced Pari Passu Whole Loan as to which an Appraisal Reduction Event has occurred
to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in


 






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accordance with requirements of
this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior
to the occurrence of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as
applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced
Pari Passu Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property
having occurred and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within
four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation); provided, that the Special Servicer’s failure to timely make such request shall
not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer
within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)         
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Pari Passu
Whole Loan previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Pari Passu Whole
Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer
be subject to an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated
by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)        
  Each Serviced Pari Passu Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction
Amount with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Pari Passu Whole Loan. Any Appraisal
Reduction Amount in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related
AB Mortgage Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance
with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro
rata, between the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective
outstanding principal balances.


 


Section 4.06    
Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator


 






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shall have the power
to vary the investment of the Holders of the Class V Certificates in the Grantor Trust so as to improve their rate of return.
The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall
timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust.
In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041,
Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following
clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates, their allocable share of
income and expense with respect to the Excess Interest and Excess Interest Distribution Account, in the time or times and in the
manner required by the Code.


 


(b)         
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC and DTC are
the only “middlemen” as defined in the WHFIT Regulations unless the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination
that the first sentence of this paragraph is incorrect.


 


(c)          
The Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available
(via its website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible
or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the
Certificateholder.


 


(d)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class V Certificate, by acceptance of its interest in such class of securities, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate, including
the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


(e)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class V Certificates. The CUSIP so published will represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate


 






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and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt
of inaccurate or untimely CUSIP information.


 


Section 4.07   
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating
to the reports prepared by that party and being made available pursuant to Sections 3.13(b) and (d), the Mortgage
Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating
to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced
in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master
Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage
Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged
Information Exception, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required
to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify
the Certificate Administrator of such


 






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determination. In addition, no party shall post or otherwise disclose any direct communications
with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator shall notify the Person
who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the
Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and
Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor
shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope
of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable
Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor,
as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates
will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or
liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry.


 






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The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating
to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the
Master Servicer to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following
receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special
Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email
to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry
may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering
any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan
documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The
17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the
Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any
other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the


 






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Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request
Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted
via the 17g-5 Information Provider’s Website.


 


Section 4.08    
Secure Data Room. (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor
shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing
Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly
upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall
be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the
direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form of Exhibit QQ hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)         
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)         
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence


 






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Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust
pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01    
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-3, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be
necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the Class X-A Certificates, Class X-B
Certificates and Class X-C Certificates) will be issuable only in minimum Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other
than the Class X-D, Class X-E, Class X-F, Class X-G, Class R and Class V Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class R and Class V Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of
such Class R or Class V Certificates and in integral multiples of 1% in excess thereof.


 


(b)          
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the


 






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Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02   
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of RREF III Debt AIV, LP) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)         
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate
in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date
on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal
trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for
the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period
commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may
be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions
due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery
to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After
the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S
Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to
time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If


 






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Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          
Certificates of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance
on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates,
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)          
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates shall
only be in the form of Definitive Certificates.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to
beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates
and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions
for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing,
in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer
restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such
Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect
of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred
on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions received from the related registered


 






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Holders of
Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise
set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution
to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures.


 


Section 5.03    
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry
Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the
Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by
the Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than
Definitive Certificates) referred to in this Section 5.03.


 


(b)         
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the


 






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Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)         
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate,
such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an
equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of
Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates
in the form of an interest in the Regulation S Book-Entry Certificate, without any registration of such Certificates under
the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate
Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate


 






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deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with
respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by
the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate
is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of
Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer
(an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the
requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause
to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or
Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering


 






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to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate.
Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall
in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry Certificate and Rule 144A
Book-Entry Certificate authenticated and delivered hereunder.


 


(g)         
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R
Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to


 






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cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)         
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in
any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)           
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)          
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(k)          
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)          
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall
have received either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially
in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not and will
not be (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33)
of ERISA) for which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state
or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or
the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying


 






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assets include Plan assets by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company
using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, would not result in a non-exempt
violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a
non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those
set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor
or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and will not
become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition
of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975
of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely
null and void ab initio, to the extent permitted under applicable law.


 


(n)         
No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate. Each
prospective transferee of a Class R or Class V Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not and
will not become a Plan or a person acting on behalf of or using the assets of a Plan. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and
shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


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
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed
Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require
the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed
transferor, an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the
proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows
generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual
Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the
“Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is
not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in its
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, that the Certificate Registrar


 






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shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(o)         
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)        
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


Section 5.04   
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 






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Section 5.05    
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar nor
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate
Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in
writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the
list of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list
of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)         
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is
hereby understood that a disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request
to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form
10-D relates (the “Securitization”). The


 






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requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)         
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate,
(i) if the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate
Administrator shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the
holder of record with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written
certification from such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one
of the following documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from
a broker-dealer or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents).
The Certificate Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate
Owner in any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate
Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office
for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any
change in the location of the Certificate Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee
shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations
of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)         
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such


 






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counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)         
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)          
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09     [RESERVED].


 


Section 5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)         
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition


 






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subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)         
 Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)        
  If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01     Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
(a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 






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(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms
of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master
Servicer to perform its obligations under this Agreement;


 


(iii)        
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(vi)        
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 






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(vii)       
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority
or court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)         
The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)        
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and


 






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(B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)        
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)       
The Special Servicer has errors and omissions coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)         
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Special Servicer, as of the Closing Date, that:


 


(i)          
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would


 






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constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Operating Advisor or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement or its financial
condition;


 


(iii)        
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)        
 The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability
of the Operating Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)        
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)       
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)      
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained


 






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would
not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


 


(d)         
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)           
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance
with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely
to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this
Agreement or its financial condition;


 


(iii)        
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable
against the Asset Representations Reviewer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 






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(vi)        
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or,
in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)       
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)      
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)         
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering
such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, each of the Depositor, the
Master Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under
the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business
as a foreign entity in each jurisdiction in which qualification is or


 






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shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under
this Agreement.


 


(b)          Each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as
the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special
Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in
a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special
Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor
or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with
its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the
instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or the depositor in
such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed)
to such


 






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successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the
Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or
consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets
to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or
Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery
of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor
in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


 


(i)           
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)          
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or
surviving Person.


 


Section 6.04    
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any
of the Affiliates, partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing
shall be under any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of


 






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warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder. The
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee
or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing may rely on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified
and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal
or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans
or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to
the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred
by reason of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason
of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors,
officers, shareholders, members, managers, employees and agents, incurred in connection with any violation by any of them of any
state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither
the Trustee nor the Certificate Administrator (including in its capacity as Custodian, the Certificate Registrar and 17g-5 Information
Provider) shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss
or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and
shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement,
appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and
reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)         
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor and the


 






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Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Pari Passu Whole Loan, the rights of the Certificateholders and the
holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of
such Serviced Companion Loan); provided, however, that if a Serviced Pari Passu Whole Loan and/or the holder of any
related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Pari Passu Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other
funds in the Collection Account if amounts on deposit with respect to such Serviced Pari Passu Whole Loan are insufficient therefor.
If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage
Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses,
costs or liabilities. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on
deposit in the Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may
be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator
or the Depositor) and pay all


 






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expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense
of such claim is materially prejudiced thereby.


 


(d)         
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the
Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee
or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)          
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset


 






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Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable) or the Special Servicer) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)         The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall
not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the
Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the
Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating
Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)        
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)        
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent


 






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thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Asset Representations
Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)         
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan
and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer.


 


(j)           
For purposes of this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the
case may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of
their respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master
Servicer or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer
or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would
or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust


 






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under the relevant
provisions of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section 6.05   
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt
by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective
immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer
or the Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or special
servicer, as applicable, shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination (as
described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05,
the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master
servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer
or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates
and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the
Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket
costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c),
in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if the Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06    
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or


 






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cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07   
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08   
The Directing Certificateholder. (a)  Other than with respect to any Serviced AB Whole Loan for which the
related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special
Servicer with respect to all Specially Serviced Loans and any Non-Specially Serviced Loan with respect to matters involving a Major
Decision processed by the Special Servicer (other than, in each case, any Excluded Loan), (2) the Special Servicer with respect
to Non-Specially Serviced Loans other than any Excluded Loan, as to all matters for which the Master Servicer must obtain the consent
or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to all Mortgage Loans other than any
Excluded Loan, for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject
to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth
in, and in any event subject to the second and third paragraphs of this Section 6.08, (i) with respect to a Mortgage
Loan (other than a Specially Serviced Loan or a Non-Serviced Mortgage Loan, to the extent the Master Servicer is responsible for
processing any such action as described in the immediately succeeding paragraph), the Master Servicer, shall not be permitted to
take any of the following actions (each a “Major Decision”), irrespective of whether any such Major Decision
constitutes a “Major Decision” under, and as defined in, the related Intercreditor Agreement, unless it has obtained
the consent or deemed consent of the Special Servicer (provided that such consent shall be deemed given (unless earlier
objected to by the Special Servicer) fifteen (15) Business Days after the Special Servicer’s receipt of the Master Servicer’s
written recommendation and analysis with respect to such Major Decision and all information reasonably requested by the Special
Servicer, and reasonably available to the Master Servicer, in order to grant or withhold such consent and (ii) with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Pari Passu Whole Loan, for
so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to take any
of the following actions (to the extent the Special Servicer is responsible for processing any such action as described in the
immediately succeeding paragraph) (and shall not be permitted to consent to the Master Servicer’s taking any of the following
actions (to the extent the Master Servicer is responsible for processing any such action as described in the immediately succeeding
paragraph) as to which the Directing Certificateholder has objected in writing within


 






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ten (10) Business Days (or thirty (30) days
with respect to clause (xi) below) after the Directing Certificateholder’s receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Special Servicer, in order to grant or withhold such consent (provided that if such written objection has
not been received by the Special Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder
will be deemed to have approved such action):


 


(i)          
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of
the ownership of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)         
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest)
or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Pari Passu Whole Loan or any extension of the maturity date
of such Mortgage Loan or Serviced
Pari Passu Whole Loan;


 


(iii)        
following a default or an event of default with respect to a Mortgage Loan or Serviced Pari Passu Whole Loan, any exercise
of remedies, including the acceleration of the Mortgage Loan or Serviced Pari Passu Whole Loan or initiation of any proceedings,
judicial or otherwise, under the related Mortgage Loan documents;


 


(iv)        
any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance
with Section 3.16(a)(iii) this Agreement, in each case, for less than the applicable Purchase Price;


 


(v)         
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at an REO Property;


 


(vi)        
any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Pari Passu Whole Loan or any consent to either of the foregoing, other than if
required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(vii)       
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Pari Passu Whole Loan or any consent to such a waiver or consent to a transfer
of the Mortgaged Property or interests in the Mortgagor;


 


(viii)      
any property management company changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with
a Stated Principal Balance greater than $2,500,000), including, without limitation, approval of the termination of a manager


 






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and
appointment of a new property manager, or franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Pari Passu Whole Loan for which the lender is required to consent or approve such changes under the Mortgage
Loan documents);


 


(ix)         
releases of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or a Serviced Pari Passu Whole Loan and for which there is no lender discretion and other than those that are permitted
to be undertaken by the Master Servicer without the consent of the Special Servicer pursuant to Section 3.18(m);


 


(x)          
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Pari Passu Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Pari Passu Whole Loan and for
which there is no lender discretion;


 


(xi)         
any determination of an Acceptable Insurance Default;


 


(xii)       
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and
non-disturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease is of an outparcel
or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged
Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine
leasing matter or such transaction relates to a Specially Serviced Loan; provided that if lender consent is not required
for such transaction pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;


 


(xiii)       
any modification, amendment, consent to a modification or waiver of any material term of any Intercreditor Agreement, co-lender
or similar agreement with any mezzanine lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage
Loan or Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto; provided,
however, that any such modification or amendment that would adversely impact the Master Servicer shall additionally require
the consent of the Master Servicer as a condition to its effectiveness; and


 



(xiv)       
any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, however, that notwithstanding
the foregoing, solely with respect to determining whether the Master Servicer or the Special Servicer will process any of the matters
listed in items (i) through (xiv) above, “Major Decision” will not include any matter listed in items (i) through (xiv)
above if the Master Servicer and the Special Servicer have mutually agreed that the Master


 






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Servicer will process such matter with
respect to such Mortgage Loan; provided, further, however, that, in the event that the Special Servicer or
Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such action), as the case may,
determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring
consultation with the Directing Certificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Pari Passu Whole Loan, the interest of the Certificateholders and the holders of any related
Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without waiting for the Special
Servicer’s (in the case of the Master Servicer) or the Directing Certificateholder’s response (or without waiting to
consult with the Directing Certificateholder or the Operating Advisor, as the case may be); provided that the Special Servicer
or the Master Servicer, as the case may be, provides the Special Servicer (in the case of the Master Servicer) or the Directing
Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions after the occurrence and during the continuance of a Control Termination Event; provided,
however, that, after the occurrence and during the continuance of a Control Termination Event but, with respect to the Directing
Certificateholder only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the
Directing Certificateholder in connection with any Major Decision not relating to any Excluded Loan (and any other actions which
otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination Event hereunder) and consider
alternative actions recommended by the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives
no response from the Directing Certificateholder within 10 Business Days following its written request for input on any required
consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the specific matter;
provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
(other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Pari Passu Whole Loan. In addition, after a Control Termination
Event, the Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision
(and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from
the Operating Advisor within 10 Business Days following the later of (i) its written request for input on any required
consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to
the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the
specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters
shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding


 






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anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion of
the immediately preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes a
"Major Decision" with respect to (i) any Specially Serviced Loan and (ii) any Non-Specially Serviced Loan (unless
the Master Servicer and Special Servicer have mutually agreed to have the Master Servicer process such request) and (b) the
Master Servicer shall process all requests for any matter that constitutes a "Major Decision" with respect to any Non-Specially
Serviced Loan if the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request.
Upon receiving a request for any matter that constitutes a Major Decision (without regard to the first proviso set forth at the
conclusion of the immediately preceding paragraph), with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
that is not a Specially Serviced Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such request, the Special Servicer will
be required to process such request and the Master Servicer will have no further obligation with respect to such request or the
related Major Decision.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Pari Passu Whole Loan, subject
to the rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer
and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability,
or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder
or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable
judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing


 






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Certificateholder, would cause the Special Servicer or the Master Servicer, as applicable, to violate
the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced
Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the
Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the holders of the controlling class under such
Non-Serviced PSA over other classes of the certificates issued under the Non-Serviced PSA and/or any Class of Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special
relationships and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders
of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not
be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the


 






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related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any
director, officer, employee, agent or principal thereof for having so acted.


 


(b)         
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right
to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder (other than
with respect to any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein;
and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the
Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other
rights as Directing Certificateholder.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01   
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the
case may be, any one of the following events:


 


(i)           
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)         
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is
required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 






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(iii)        
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform
in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may
be, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make
a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance
policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari
Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if
such failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such period will be extended an additional thirty (30) days; provided, further, however, that
such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)        
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects
the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan)
and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the
Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)        
 a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a
conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer or the Special Servicer, as the case may be, and such decree or order shall have
remained in force undischarged, undismissed or unstayed for a period of sixty (60) days; or


 


(vi)        
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any


 






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bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or the Special Servicer, as the case may be, or of or relating to all or substantially all of its property; or


 


(vii)       
the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)     
either of Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating
Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or classes of
Serviced Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or classes of
Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status” in contemplation of a ratings downgrade
or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan
Rating Agency) within sixty (60) days of such rating action) and, in the case of clauses (A) and (B), publicly
citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or a material factor in
such rating action; or


 


(ix)        
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and the Master Servicer or Special Servicer, as the case may be, is not reinstated to at least that rating
within sixty (60) days of the delisting.


 


(b)         
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates
entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate
each of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there
is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice
in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject
to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and
to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided,
however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through
the date of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the
receipt by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority
and power of the Affected Party under this Agreement, whether with


 






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respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the applicable
Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall,
if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special
Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of
such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and
it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue
to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)         
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event
that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time
be (without the prior written consent of the holder of such


 






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Serviced Pari Passu Companion Loan) the person (or Affiliate thereof)
that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any the Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the
related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade,
withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)         
Subject to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of the Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall
appoint a successor special servicer to assume the duties of the Special Servicer hereunder; provided, however, that
(i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers
Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies
deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement
of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction to assume the
duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator
in connection with administering such vote and which will not be additional expenses of the Trust and (c) delivery by such
Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency
Confirmation shall be obtained at the expense of such Holders)


 






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and confirmation from the applicable rating agencies that such appointment
(or replacement) will not result in the downgrade, withdrawal or qualification of the then current ratings of any class of any
related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly post notice to all Certificateholders
of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty
(180) days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing at least 66-2/3% of
a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer
under this Agreement and appoint the successor special servicer to assume the duties of the Special Servicer (which must be a Qualified
Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s
Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the
foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan
for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer solely with respect to the related AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and
after the date it becomes the Special Servicer as they relate to any AB Whole Loan pursuant to an assumption agreement reasonably
satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel
reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement
with respect to any AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable
against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this Section 7.01, in accordance with the related Intercreditor
Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing
Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer
solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special
Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating
Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination
event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,


 






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that any successor special servicer appointed to replace the Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to
time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of the Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency
and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal
or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee
shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor
special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside
counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee
does not receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding
the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to
an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the
related Intercreditor Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by






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the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to the Master Servicer or Special Servicer. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b) and
(c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)          
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Pari Passu Whole Loan.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if
any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an
Excluded Loan, the Directing Certificateholder shall select an Excluded Special Servicer, as successor to the resigning
Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and
during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also
an Excluded Loan, the resigning Special Servicer shall select the related Excluded Special Servicer. The resigning Special
Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or
with respect to the identity of the applicable Excluded Special Servicer so long as the selected Excluded Special Servicer is
a Qualified Replacement Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies
confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities
makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified






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Replacement Special
Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and
any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of
Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Pari Passu Whole
Loan shall no longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Pari Passu Whole Loan and (4) such original Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Pari Passu Whole Loan earned during such time
on and after such Mortgage Loan or Serviced Pari Passu Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Pari Passu Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02    
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives
a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has
been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02
or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity
as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided
for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect
any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special


 






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Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of
the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document
or agreement, for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the
predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject
to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing
Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to
if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special
Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special
Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer,
as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special
Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with
respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor
to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not
approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer)
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria
set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer or that Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or the Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall
be effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely with respect to the
Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder,
such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K
pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion
Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment
and assumption of a successor to the Master Servicer or the Special Servicer as


 






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described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case
may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder.
The Trustee, the non-terminated Master Servicer(s) or the non-terminated Special Servicer(s) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs
and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under
this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor master
servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense
shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be
relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not
reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable
actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall
be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator
and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master
Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct
the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have
any liability for such expenses pursuant to this paragraph.


 


Section 7.03    
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)        
 Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Pari Passu Whole Loan is affected,
the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04   
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii)
of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and
a Servicer Termination Event under clause (iii) of Section 7.01(a) (with


 






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respect to obligations under Article XI)
may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights
of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section 7.05    Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under
Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by the Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in


 






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this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)         
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished to it pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for
posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them
to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the
requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)         
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)         
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless
it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent
facts; and


 


(iii)        
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good


 






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faith
in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of the Percentage Interest of
each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights of the Certificates, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator,
or exercising any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher
percentage of Voting Rights is required for such action).


 


(d)          
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02    
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 






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(iv)         
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the
Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the
Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability
as a condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting
Holders;


 


(vi)        
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)       
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to
act unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof
or unless written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the
Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates
or this Agreement;


 


(viii)      
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


 






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(ix)        Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)        Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, acting in a capacity that is unrelated to the transactions contemplated by
this Agreement, or (b) Wells Fargo Bank, 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, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers or Servicing Officers, as applicable;


 


(xii)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xiii)      Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights
and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03     Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections
 2.01(h) and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth
on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the
Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the


  



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Collection Account or any other account
by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator.
The Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or
the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04     Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator. (a) As compensation for the performance of their respective duties hereunder, the Trustee
will be paid the Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and
the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s
portion of one month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be
paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an
REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from
the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate
Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated
thereon and for the same period respecting which any related interest payment due or deemed thereon is computed. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for the
reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the
Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the Master Servicer or the Special Servicer, to the extent not
otherwise paid hereunder) arising out of, or incurred in


 



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connection with, any act or omission of
the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights
and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve, such
as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider)
hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii)
expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the
normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the
provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of
the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of
negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee
specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein.
The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of
the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall
also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and
Authenticating Agent.


 


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or by its
negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


 


Section 8.06     Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of
the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee
is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior
unsecured


 






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debt
is rated at least “A2” by Moody’s, “A-” by Fitch and, if rated by KBRA, “A” by KBRA;
provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as
long as (a) it maintains a long-term unsecured debt rating of no less than “Baa2” by Moody’s and “A-”
by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “P-2” from Moody’s and
“F1” by Fitch and (c) the Master Servicer maintains a long-term unsecured rating of at least “A2” by Moody’s
and “A+” by Fitch; provided that nothing in this proviso shall impose on the Master Servicer any obligation
to maintain such rating; provided, further, that if any such institution is not rated by KBRA, it maintains an equivalent
(or higher) rating by any two other NRSROs (which may include Moody’s and/or Fitch) or such other rating with respect to
which the Rating Agencies have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs
from a state and local jurisdiction that does not impose such a tax.


 


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate
Administrator, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to
all Certificateholders. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website
in accordance with Section 3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the
Depositor and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c). Upon receiving such notice of resignation, the Depositor shall use its
reasonable best efforts to promptly appoint a successor trustee or successor certificate administrator acceptable to the
Master Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or
Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have
accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or
Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or
certificate administrator, as applicable, and such petition will be an expense of the Trust.


 



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(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section
9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee
or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator
in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal,
the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)          The
Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate


 






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Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of SG Commercial Mortgage
Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 or in blank, and (ii) in the case of the
other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),
assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor
or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to
ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the
successor, as trustee for the registered Holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5 or in blank; provided, however, that, notwithstanding anything to the contrary herein,
to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to
comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute
such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document
is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to it or
to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for
any reason, to note the same in such certification.


 


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 






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Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or
certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or
Certificate Administrator shall become effective and such successor trustee or certificate administrator without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The
predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at
Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties
and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be
a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the
Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special
Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any






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legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer
Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 






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Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as the
Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same
obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the
retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more
Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian
other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions
policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and
warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, each Serviced Companion Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as
of the Closing Date, that:


 


(i)          The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)         The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)        The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not


 



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constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)        No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13     Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon
request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
the Master Servicer and the Special Servicer may each conclusively rely on the information provided to them regarding identity
and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, the Master Servicer
and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable.


 


Section 8.14     Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 






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(ii)        The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)       The
Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


(vi)        No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 



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Section
8.15     Compliance with the PATRIOT Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to
the funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the
Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


Section 9.01     Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate
upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class
R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining
in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of
REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included
in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected
by the Special Servicer and approved by the Master Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses
of the Master Servicer and the Special Servicer with respect to such termination, unless the Master Servicer or the Special Servicer,
as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and
is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2)
and (3) above, minus (b) solely in the case where a Master Servicer is exercising such purchase right, the aggregate
amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d) and any


 



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unpaid Servicing Fees, remaining outstanding and payable
solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection
with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class B, Class
C, Class D and Class E Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the
outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties
in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the
date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated
date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class
V and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available funds
equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or
an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Collection Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date
in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of
Section 3.04(b) (provided, however, that if a Serviced Pari Passu Whole Loan is secured by REO Property, the
portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited
into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class V and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt
of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties
remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income
tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC


 



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for an amount equal
to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto,
and the Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and Related
Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates, in
that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the
anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special
Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date
on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is
less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This
purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer or the
Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the
Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC
Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase
price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section
3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to
the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from
the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the
Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates, as the case may be,


 



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as shall be necessary to effectuate transfer of the Mortgage Loans
is an asset of the Trust) and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of
the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final
distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date
upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section
3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the
Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to Holders of the Class V Certificates so presented, any amounts remaining
on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class R Certificates
in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and
liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c),
4.01(e) and Section 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and
shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 






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Section 9.02     Additional
Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the
Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier REMIC,
as applicable, shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


 


(i)         the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)        during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)       within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   REMIC
Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust
REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on
Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the
Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of the Upper-Tier
REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the Lower-Tier
REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 






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(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


 


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of
the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of each Trust REMIC
and as the “partnership representative” within the meaning of Section 6223 of the Code (to the extent such provision
is applicable to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest
in the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the
duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any


 






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action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust
REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion
to indemnify the Trust against such tax, result in the imposition of such a tax (not including a tax on “net income from
foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account
sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust
(other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is
hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup
Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any


 






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such tax (other than any such tax paid in respect of “net income from
foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as
applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier
REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they
are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of
the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be
responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)        The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC
unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event.


 


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(k)         Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal Amount of
each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)          None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire
any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account
for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely
the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the


 






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Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or
any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)        The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


 


Section 10.02   Use
of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through its Corporate
Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X by virtue
of the appointment of any such agents or attorneys.


 


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall provide or
cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate
Administrator, all information forms, or data that the Certificate Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04   Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense,
one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to
execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity,
with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate


 






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Administrator shall remain responsible and liable for all acts and
omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be
organized and doing business under the laws of the United States of America or of any State and be subject to supervision or examination
by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,
the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall
not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the


 






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Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, and any
Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor
and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably
attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit
the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures
relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations
Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third
party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02   Succession;
Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to
the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and the Special Servicer,
such Sub Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to
the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and
replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor, the Master
Servicer and the Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior
to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under


 






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Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the
first Business Day after the effective date of such succession or appointment.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written
description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate
Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying
(i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments of
compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined
to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor
with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the
Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable
efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report
and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section
11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted
to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until


 






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notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate
Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator,
all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section
11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


 


(f)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03   Filing
Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall
file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such Forms executed
by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider


 






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or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the
next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to
this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section 11.04   Form
10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act,
in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of
the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is
required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the
Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to


 






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provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit LL; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for,
a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer
and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
LL hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account
(to the extent the related information has been received from the Special Servicer within the time period specified in this Section
11.04) and the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution Date
and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each
case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage
Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information
as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the


 






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Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com, no later than the 5th
calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage Loan
and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine debt,
as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: Jim Barnard, Telephone: (212) 278-6263. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section
11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary
to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report
Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating to the
reporting period in which such request was received (a “Special Notice”) disclosure regarding the request to
communicate, and such disclosure is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution


 






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Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at c/o SG Commercial Mortgage Securities, LLC, 245 Park Avenue, New York, New York
10167, Attention: Jim Barnard, with a copy to: SG Commercial Mortgage Securities, LLC, Attention: General Counsel, 245 Park Avenue,
11th Floor, New York, New York 10167. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement
needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section 11.05   Form
10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the
fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2017, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth
in this Agreement:


 


(i)          an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional


 






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Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)      (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such
instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)     (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by email to


 






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cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715 2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing via e-mail to cts.sec.notifications@wellsfargo.com, no later than March 1st
with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o SG Commercial
Mortgage Securities, LLC, 245 Park Avenue, New York, New York 10167, Attention: Jim Barnard, with a copy to: SG


 






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Commercial Mortgage
Securities, LLC, Attention: General Counsel, 245 Park Avenue, 11th Floor, New York, New York 10167. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing
Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance
of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any
such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)          Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06   Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required
to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations
Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset
Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special
Servicer, as the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such
Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who
signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually
and collectively, the “Certifying Person”), on or before March 1st of each year commencing in March 2017, a
certification in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or
Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity
for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers,
directors and Affiliates


 






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(collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization a certification in form and substance similar to the applicable Performance Certification (which shall address
the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in
charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered
by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant
to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification
that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11.
In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected
Certifying Person pursuant to this Section 11.06 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any
affected Other Depositor and Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing
in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties (including a “significant obligor”, but other
than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than
to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 






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Section
11.07     Form 8-K Filings. Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof
to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be
included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be
reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the
Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD hereto
shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon
by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received
the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the
4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will
follow the procedures set forth


 






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in
Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will, make available on its
Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at c/o SG Commercial Mortgage Securities, LLC, 245 Park Avenue, New York, New York 10167, Attention: Jim Barnard,
with a copy to: SG Commercial Mortgage Securities, LLC, Attention: General Counsel, 245 Park Avenue, 11th Floor, New York, New
York 10167. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all
applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate
Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by the Master Servicer
or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify
and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and
the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence,
of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything to the
contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and
each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.07.


 


Section
11.08     Form 15 Filing. On or prior to January 30th of the first year in which the
Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange
Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any
form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period
occurring after the filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be


 






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suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to
the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05 and
Section 11.07, and all parties’ obligations under this Article XI shall recommence.


 


Section
11.09     Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect
to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator
(each, a “Certifying Servicer”) shall (and each such party shall (i) with respect to each Additional
Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause
such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer that is also a Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such
Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2017, deliver to the Trustee,
the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available on
its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such
Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of
such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in
all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such
Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a
servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such
statement (or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet
website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate,
the Depositor may review each such Officer’s


 






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Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any
failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer
and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting
as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such
Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall
be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not
required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use
its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged
by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide,
an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such
Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement, report,
notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that
services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this
Section 11.09.


 


Section
11.10     Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or
before March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the
Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that
the Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such
calendar year), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its
own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master
Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the
Depositor


 






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(which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the
17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting
Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance
with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for
assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting
Servicer.


 


Each such report shall be addressed
to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each
Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to
it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in
respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 






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(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by the Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other Additional
Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an
annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11
with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian
or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer was subject to
such other servicing agreement.


 


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)          Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


 


Section
11.11     Annual Independent Public Accountants’ Attestation Report. On or before March
1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however,
that the Trustee shall not be required to deliver an


 






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assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense,
shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause)
a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the
Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section
3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report
to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain
matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with
the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the
event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general
use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section
3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the
Certificate Administrator and the providing parties.


 


Promptly after receipt of such
report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any
defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s,
the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable Servicing Function
Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate
Administrator shall confirm that each accountants’ attestation report submitted


 






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pursuant to this Section 11.11 relates
to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April
15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be
filed with respect to the Trust for the preceding fiscal year.


 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.11.


 


Section
11.12     Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify
and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out
of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article
XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the
Trustee, the Asset Representations Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the
performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable by, or on behalf of, such
party.


 


The Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any
other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any
of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and


 






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the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such
Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances
of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments provided
to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent
to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to
directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section
11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such
response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or
its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and provide the
Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense)
in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other Depositor shall
cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond
to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor
or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be
at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any


 






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reports filed with
the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such
party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10 or 11.11 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section
11.13     Amendments. This Article XI may be amended with the written consent of the
parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced
Companion Loan Securities, a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections
3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the
applicable rating agencies


 






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that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance of doubt, any amendment to this
Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section
11.14     Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Custodian or the Trustee, as the case may be, to the Depositor pursuant to this Article
XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section
13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


 


Section
11.15     Certain Matters Relating to the Future Securitization of the Serviced Pari Passu
Companion Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer
appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan
Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a
securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan
Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan
Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet the
requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6) and (e) of Item 1108 of
Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be
reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material
related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to
the final sentence of this subsection) to indemnify and hold the related depositor and underwriters involved in the offering
of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses incurred
by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material
misstatements or omissions in any such offering material to the extent that such material misstatement or omission was made
in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect
of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such
information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties
or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special
Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this
Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by
this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or


 






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indemnification agreement(s) (to the extent the cost thereof
is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered
with respect to the offering material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
offering material related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the
information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially
similar to the information provided by such party with respect to the offering materials related to this transaction, subject to
any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or changes in
factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance
notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid, or entered into
reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and the Master Servicer
shall consult with any sub-servicer appointed by it with respect to the related Serviced Pari Passu Whole Loan), and the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing
the time periods for preparation of the


 






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Form
10-D reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this
Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such depositor, trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB
Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable,
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of
this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such depositor, trustee or certificate administrator
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report
on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii)
a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing
criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB.


 






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Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(d).


 


(e)          On
or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required to file
an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect
to itself, to the depositor, trustee and certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer
is not otherwise required to provide


 






    -412- 


     


    

 


such information, reports or certificates to any Person in order to comply with Regulation AB. Such
information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may be, no later
than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as the case may be, is required
to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together
with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion
Loan, to the extent that the Master Servicer or the Special Servicer, as the case may be, is in receipt of the updated financial
statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar
year) from the Mortgagor, beginning with the first calendar quarter in which such notice from the Other Depositor was received,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year in which such notice from the Other Depositor was received, as applicable, the Master Servicer or the Special Servicer, as
the case may be, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as calculated by the Master
Servicer or the Special Servicer, as the case may be, in accordance with CREFC® guidelines and (B) if such financial statement
receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less
than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of the “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer or the Special Servicer, as the case may be, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within
ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as the case may be, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer or the Special Servicer, as the case may be, shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial
statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 






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The Master Servicer
or the Special Servicer, as the case may be, shall (and shall cause each applicable Sub-Servicing Agreement entered into after
receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require
the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related
Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance
with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business
Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization,
shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)          If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then
the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16     [RESERVED].


 


Section 11.17     Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to
a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period
applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall
any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article
XI; provided that if any such party fails to comply with the delivery requirements of this Article XI by the
expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer
nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to
deliver any item required under this Article XI by the time required hereunder with respect to any reporting period for
which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article
XII



the asset representations reviewer


 


Section 12.01     Asset
Review.


 


(a)          On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the


 



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Master Servicer for such Distribution Date, the
Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to
have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this
Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered
by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice
to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by
delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include
in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing
the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans
identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement
has occurred.”. On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator,
based on information provided to it by the Master Servicer or the Special Servicer, as the case may be, shall determine whether
(1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3)
whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified
in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in
the form of Exhibit RR within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


If Certificateholders evidencing
not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing
of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset
Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written
notice thereof to all Certificateholders (with a copy to the Asset Representations Reviewer) and conduct a solicitation of votes
in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by
Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review
Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written
notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and
the other Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset
Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification
substantially in the form attached hereto as Exhibit QQ (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate
Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a
result or an Asset Review Trigger is otherwise in effect,


 



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(C) the Certificate Administrator has timely received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause
(C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)          (i)
Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) through (5) below for Non-Specially
Serviced Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide
the following materials to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, copies of all Asset Status
Reports and Final Asset Status Reports related to each Delinquent Loan, a copy of the Prospectus, a copy of each related Mortgage
Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)          an
assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


 


(2)          an
assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)          the
assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


 


(4)          all
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan
that is subject to an Asset Review;


 


(5)          an
assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review; and


 


(6)          any
other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan that
the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and that
are requested by the Asset


 






    -416- 


     


    

 


Representations Reviewer, in the time frames and as otherwise described in clause (ii) hereof.


 


(ii)        In
addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is
missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession. In the event any missing documents are not provided by the Master Servicer or the Special Servicer,
as the case may be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from
the related Mortgage Loan Seller; provided that the Mortgage Loan Seller shall be required under the related Mortgage Loan
Purchase Agreement to deliver such missing document only to the extent such document is in the possession of such party but in
any event excluding any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 12.01
(any such information, “Unsolicited Information”).


 


(iv)       Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP (each
such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall
be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent
Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote
is obtained subsequent to the occurrence of such new Asset Review Trigger.


 






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(v)         No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days
after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer determines
that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations
Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially
Serviced Loans) or from the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations
Reviewer to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in
Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary report setting
forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete
a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents will be deemed to be a failure
of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan
Seller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test,
the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise
refute the failure. Any documents or explanations to support the related Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing information or documents in the Review Materials are not required to complete
a Test shall be sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations
Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that
there is no Test failure with respect to the related Mortgage Loan.


 


(viii)      The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this 


 






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Agreement, the related Mortgage Loan Seller for each Delinquent Loan and the Directing Certificateholder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(f) of this Agreement.


 


(ix)        In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such information from any party to this Agreement or otherwise.


 


(x)         Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Special Servicer
determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)         The
Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)         The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or


 






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subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection
with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing
sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder
in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or
liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or
subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing
its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor, and
nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02     Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal
to the product of a rate equal to 0.00034% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any
Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage Loans
that are Delinquent Loans and are subject to an Asset Review (for purposes of this paragraph, “Subject Loans”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to the sum of: (i) $12,500 multiplied by the number of Subject Loans, plus (ii) $1,500 per Mortgaged
Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged Property
relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject
to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through
(iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated, for the year of the occurrence of the Asset Review (any such fee,
the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee
with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that if
the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days after the delivery of a written
invoice by the Asset Representations Reviewer to the related


 






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Mortgage Loan Seller, such fee shall be paid by the Trust following
delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the requirements for payment set
forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not deliver any such certificate
unless it has invoiced payment of such amount and otherwise met the requirements for payment set forth in this Section 12.02(b),
including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have
failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations Reviewer of an itemized invoice
to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this Agreement for such Mortgage
Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notices in accordance with
this Agreement, or ninety (90) days following attempted delivery of such invoice by registered mail or overnight courier and reasonable
follow -up by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall pursue remedies against such
Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust.


 


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust,
as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03     Resignation
of the Asset Representations Reviewer. The Asset Representations
Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to
this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset
representations reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall
have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs
and expenses of each party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make
any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate


 






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and its personnel from gaining access
to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


 


Section 12.05     Termination
of the Asset Representations Reviewer.


 


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)          any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure that is not curable within
such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days to effect
such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee
and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(ii)         any
failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied, is given to
the Asset Representations Reviewer by any party to this Agreement;


 


(iv)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)         the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar


 






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proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing
not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event.
Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of
which it becomes aware.


 


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed
successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice to all
Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the
written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without regard to the application
of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on


 






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the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations Reviewer
shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification
and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations
reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to
find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer,
the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint
a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for
a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful
misconduct in the performance of its obligations hereunder.


 


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan
Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


 






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[End of Article XII]


 


Article
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     Amendment. (a)
This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or
the Companion Holders:


 


(i)         to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)        to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to
correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b)
such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder or Companion Holder;


 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided that the required action shall 


 



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not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has
not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)        to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to


 






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Section 3.13(c) and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website; or


 


(x)          to
modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of
Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect
the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)          This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if


 






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required under the related Intercreditor Agreement, the
consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the
Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement or pursuant to an Intercreditor Agreement, without the consent
of the holder of the related Companion Loan(s).


 


(d)          Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and
thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters
and the Rating Agencies.


 


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


 


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion


 






    -428- 


     


    

 


Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(i)          To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with
executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)          Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)         This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


Section 13.02     Recordation
of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)         For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)         The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 






    -429- 


     


    

 


Section 13.03     Limitation
on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)          No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it
hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04     Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE


 






    -430- 


     


    

 


PARTIES TO THIS AGREEMENT, AND/OR THE
INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS
UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     Notices. (a)
Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect
to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers,
the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received),
to:


 


In the case of the Depositor:



SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E:mail: jim.barnard@sgcib.com


 






    -431- 


     


    

 


with a copy to:



SG Commercial Mortgage Securities, LLC

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: laura.schisgall@sgcib.com


 


In the case of the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: Marcus.Thomas3@wellsfargo.com


 


and a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.

E-mail: cbrady@mayerbrown.com


 


In the case of the Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com


 






    -432- 


     


    

 


with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com;



Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;



Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


In the case of the Directing Certificateholder:



RREF III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646

E-mail: josh.cromer@rialtocapital.com


 


with a copy to:



RREF III Debt AIV, LP, c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646

E-mail: joseph.bachkosky@rialtocapital.com


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee SGCMS 2016-C5


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 






    -433- 


     


    

 


In the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – SGCMS 2016-C5


 


with a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


If to the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: CMBS-Document Custody Group SGCMS 2016-C5


 


In the case of the Mortgage Loan Sellers:


 


		1.	Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E:mail: jim.barnard@sgcib.com



 


with
a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: laura.schisgall@sgcib.com


 


		2.	Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso

E-mail: aorso@ccre.com



 


with an electronic copy to:



Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 






    -434- 


     


    

 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

E-mail: lisa.pauquette@cwt.com;


 


		3.	Benefit Street
                                         Partners CRE Finance LLC

                                         9 West 57th Street

                                         Suite 4920

                                         New York, New York 10019

                                         Attention: Micah Goodman and Tiffany Putman

                                         E-mail: m.goodman@provequity.com and tiffany.putman@provequity.com



 


With a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Y. Jeffrey Rotblat

E-mail: Jeffrey.Rotblat@cwt.com;


 


		4.	Silverpeak Real Estate Finance LLC 


40 West 57th Street, 29th Floor 


New York, New York 10019 


Attention: Michael Schulte 


Facsimile No.: (646) 560-1745 


E-mail: mschulte@silverpeakfinance.com;





 


		5.	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Khaled Mohiuddin

Facsimile No.: (212) 891-5777

E-mail: Khaled.Mohiuddin@us.natixis.com;



 


with a copy to



Office of Chief Operating Officer

1251 Avenue of the Americas

New York, New York 10020

Facsimile No.: (212) 891-6288


 






    -435- 


     


    

 


with a copy to



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@us.natixis.com (for all legal notices)


 


In the case of the Operating Advisor
and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: SGCMS 2016-C5-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which
Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall
not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating
Agencies required hereunder shall be in writing.


 






    -436- 


     


    

 


Any notices to the Rating Agencies shall
be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Section 13.06     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07     Grant
of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor 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 Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date),
all amounts held from time to time in the Collection Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the
Interest Reserve Account and, if established, the REO 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 such Mortgage Loans
and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed,
as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following
the initial


 






    -437- 


     


    

 


issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent
reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every
fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with
the Certificate Administrator in the preparation and filing of such continuation statement. This Section 13.07 shall constitute
notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08     Successors
and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders.
Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each
depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party (with respect to its rights
under Article XI of this Agreement) and each Initial Purchaser is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced
Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this
Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject
to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall be
an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section
2.03(o).


 


Section 13.09     Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof.


 


Section 13.10     Notices
to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide notice to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Pari Passu Whole Loan) with respect to each of the following of which it has actual knowledge:


 






    -438- 


     


    

 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related Mortgage
Loan Purchase Agreement.


 


(b)        The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


 


(i)         the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any
change in the location of the Collection Account;


 


(iii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)        any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)      any
assumption with respect to a Mortgage Loan; and


 


(viii)     any
release or substitution of any Mortgaged Property.


 


(c)        The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)        The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Pari Passu Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information
as any Rating Agency shall


 






    -439- 


     


    

 


reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master
Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the
Special Servicer, as the case may be, may, but shall not be obligated to send such information, report, notice or document to the
applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 






    -440- 


     


    


 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.





	 	 	 
	 	SG COMMERCIAL MORTGAGE SECURITIES,
    LLC, 
	 	Depositor
	 	 	 
	 	By:	 /s/
    Jim Barnard
	 	 	Name: Jim Barnard
	 	 	Title: Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Master Servicer
	 	 	 
	 	By:	 /s/
    Marcus Thomas
	 	 	Name: Marcus Thomas
	 	 	Title: Director
	 	 
	 	RIALTO CAPITAL ADVISORS, LLC,
	 	Special Servicer
	 	 	 
	 	By:	 /s/
    Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Certificate Administrator
	 	 	 
	 	By:	 /s/
    Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President


 






     


     


    

 





	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By: 	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna Jr
	 	 	Name: Robert J. Spinna Jr
	 	 	Title: Managing Member


 






     


     


    

 


	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)




 





On the 1st day of
July, 2016, before me, a notary public in and for said State, personally appeared Jim Barnard known to me to be a
Director of SG Commercial Mortgage Securities, LLC, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Renee Levitin
	 	 	Notary Public
	RENEE LEVITIN

                                   Notary Public, State of New York

                                   No. 02LE6327410

                                   Qualified in New York County

                                   Commission Expires July 06, 2019
	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	July 06, 2019	 	 


 






     


     


    

 


	STATE OF NORTH CAROLINA	)
	 	)     ss.:
	COUNTY OF MECKLENBURG	)







 


On the  12 day of
July, 2016, before me, a notary public in and for said State, personally appeared   Marcus Thomas known to me to be a Vice
President of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Erica L. Smith
	 	 	Notary Public
	 	 	 
	[SEAL]	 	


ERICA L. SMITH


NOTARY PUBLIC


Gaston County


North Carolina


My Commission Expires 7/15/2017










	 	 	 
	My commission expires:	 	 
	 	 	 


 






     


     


    


 


 


	STATE OF FLORIDA	)
	 	)     ss.:
	COUNTY OF MIAMI-DADE	)







 


The
foregoing instrument was acknowledged before me, a Notary Public in and for the State of Florida on the  19th day of July,
2016, by Cheryl Baizan, who is personally known to me as Chief Financial Officer of Rialto Capital Advisors, LLC, and who
acknowledged to me that she executed the within instrument on behalf of said company.


 


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/ Lori Buckler
	 	 	Notary Public
	 	 	 
	[SEAL]	 	LORI BUCKLER


MY COMMISSION EXPIRES


February 2, 2018


#FF 059264


Bonded thru Notary
Public Underwriters


NOTARY PUBLIC, STATE
OF FLORIDA


	 		
	My commission expires:	 	 
	 	 	 


 






     


     


    

 


	STATE OF Maryland	)
	 	)     ss.:
	COUNTY OF Howard	)







 


On the  12th day
of July, 2016, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a VP
of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to me that such national banking association
executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Amy Martin
	 	 	Notary Public
	 	 	 
	[SEAL]	 	AMY MARTIN


NOTARY PUBLIC


ANNE ARUNDEL COUNTY


MARYLAND


My Commission Expires 2-22-2017





	 	 	 
	My commission expires:	 	 
	 	 	 


 






     


     


    

 


	STATE OF DELAWARE	)
	 	)     ss.:
	COUNTY OF NEW CASTLE	)







 


On the 11th day of
July, 2016, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to be
an Assistant Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to
me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/ Christina Bader
	 	 	Notary Public
	 	 	 
	[SEAL]	 	CHRISTINA  BADER


MY COMMISSION EXPIRES MARCH 22, 2020


NOTARY PUBLIC


STATE OF DELAWARE





	 	 	 
	My commission expires:	 	 
	 	 	 


 






     


     


    

 




	STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK	)







 


On the  11th day
of July, 2016, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared Robert J. Spinna Jr to me known who, by me duly sworn, did depose and acknowledge before me that he is a
Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole
member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and that he
signed 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/ Lorraine Michels 
	 	 	NOTARY PUBLIC in and for the
	 	 	State of New York
	[SEAL]	 	 
	 


LORRAINE MICHELS


Notary Public, State of New York


No. 52-4830738


Qualified in Suffolk County


Commission Expires _____





	 	 
	My Commission expires: 3/29/17	 	 
	 	 	 


 






     


     


    

 


 




 





EXHIBIT A-1


 


FORM OF CLASS [__] CERTIFICATE


 


CLASS [__]


 


SG COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C5, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-M, X-A, X-B, X-C, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A


 





 



 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.




 






    A-1-1


     

    

 


SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, [THE UNDERWRITERS,] [THE INITIAL PURCHASERS,]
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-SB, A-M, X-A, X-B, X-C, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 



 


		3	Book-Entry Certificate legend.



 






    A-1-2


     

    

 


[FOR CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


  


[FOR REGULAR CERTIFICATES: THIS CERTIFICATE REPRESENTS A
“REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.] 


 






    A-1-3


     

    

 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B][CLASS X-C][CLASS X-D][CLASS X-E][CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE
ANY DISTRIBUTIONS OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-4, CLASS A-SB AND CLASS A-M CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-C CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 






    A-1-4


     

    

 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-C][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL
BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-M, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS
A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS X-E, CLASS X-F, CLASS X-G, [CLASS A-M, CLASS B, CLASS
C, CLASS D, CLASS E AND CLASS F] CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 




    A-1-5


     

    

  


	
        PASS-THROUGH RATE: [____]% per annum] [FOR CLASS X-A,
        X-B, X-C, X-D, X-E, X-F, X-G: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JULY [19], 2016

         

        FIRST DISTRIBUTION DATE: AUGUST
        4, 2016

         

        APPROXIMATE AGGREGATE [CERTIFICATE BALANCE][NOTIONAL
        AMOUNT] OF THE CLASS [__] CERTIFICATES AS OF THE CLOSING DATE: $[_________]

         
	 	
        MASTER SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO
CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON
TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [_] - ______



 




    A-1-6


     

    

 


CLASS [__]
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


SG COMMERCIAL
MORTGAGE SECURITIES, LLC


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2016
(the “Pooling and Servicing Agreement”), among SG COMMERCIAL MORTGAGE SECURITIES, LLC (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the SG COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the
aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


[FOR REGULAR CERTIFICATES:
This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively,


 






    A-1-7


     

    

 


in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).] Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS
A-1, A-2, A-3, A-4, A-SB, A-M, B, C, D, E, F and G: principal and] interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. [FOR CLASS A-1, A-2, A-3, A-4, A-SB, A-M, B, C, D, X-A, X-B, X-C, X-D, X-E, X-F, X-G CERTIFICATES: Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.] All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1,
A-2, A-3, A-4, A-SB, A-M, B, C, D, E, F and G: Principal and interest] allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to


 






    A-1-8


     

    

 


time
for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred
with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum


 






    A-1-9


     

    

 


denominations
of $[FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-4, A-SB, A-M, B, C, D, E, F and G: 10,000][FOR CLASS X CERTIFICATES:
1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions


 






    A-1-10


     

    

 


of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded


 






    A-1-11


     

    

 


Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any


 






    A-1-12


     

    

 


class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s


 






    A-1-13


     

    

 


portion
of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the
Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and the other parties to
the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of
the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V and Class R Certificates)), the Sole
Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than
the Class V and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-14


     

    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement

	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July [19], 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-15


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM 	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	 common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-16


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-17


     

    

 


EXHIBIT A-2


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


SG COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C5, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE
MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR


 






    A-2-1


     

    

 


THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT


 






    A-2-2


     

    

 


(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.]


 




    A-2-3


     

    

 


 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JULY [19], 2016

         

        FIRST DISTRIBUTION DATE: AUGUST
        4, 2016

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-____ 

	 	 	 	 	 


 




    A-2-4


     

    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


SG COMMERCIAL
MORTGAGE SECURITIES, LLC


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), among
SG COMMERCIAL MORTGAGE SECURITIES, LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the SG COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986 (the “Code”), as
amended. Each Holder of this


 






    A-2-5


     

    

 


Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” pursuant to Treasury Regulations Section 1.860F-4(d) and the “partnership representative” within the
meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) for each Trust REMIC, and
the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person
that is the “tax matters person” or “partnership representative”.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be paid
to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 






    A-2-6


     

    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate
shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions
of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a
Transferee


 






    A-2-7


     

    

 


Affidavit
by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee
is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer
of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that,
among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee
Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date


 






    A-2-8


     

    

 


shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided


 






    A-2-9


     

    

 


that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such


 






    A-2-10


     

    

 


amendment
evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust


 






    A-2-11


     

    

 


REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    A-2-12


     

    

 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    A-2-13


     

    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement

	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		Dated:	July [19], 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-14


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM 	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	 common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-15


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-2-16


     

    




 


EXHIBIT A-3


 


FORM OF CLASS V CERTIFICATE


 


CLASS V


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2016-C5, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE INITIAL PURCHASERS, THE
MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT


 






    A-3-1


     

    

 


INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




    A-3-2


     

    

 


 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF JULY 1, 2016

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: JULY [19], 2016

         

        FIRST DISTRIBUTION DATE: AUGUST
        4, 2016

         

        CLASS V PERCENTAGE INTEREST: [100%]

         
	 	
        MASTER SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON TRUST,
NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
REVIEWER:

         

        PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: V-____

	 	 	 


 




    A-3-3


     

    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


SG
COMMERCIAL MORTGAGE SECURITIES, LLC


 


THIS CERTIFIES THAT [______________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), among
SG COMMERCIAL MORTGAGE SECURITIES, LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the SG COMMERCIAL
MORTGAGE SECURITIES TRUST 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no


 






    A-3-4


     

    

 


action
inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be paid
to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all


 






    A-3-5


     

    

 


such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following
the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing
Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 






    A-3-6


     

    

 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as
evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 






    A-3-7


     

    

 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the
Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage
Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 






    A-3-8


     

    

 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any
Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 






    A-3-9


     

    

 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicers nor the Special Servicers shall consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, The Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class B, Class C, Class D and Class E Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-3-10


     

    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    A-3-11


     

    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
                    not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement

	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


		July [19], 2016



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-12


     

    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM 	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in	Under
        Uniform Gifts to Minors
	 	 	 common	 
	 	 	 	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13


     

    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-14


     

    

 








 


 







EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 









     B-1


     

    

 


 










	SGCMS 2016-C5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Property Address	 	Property City	 	Property State	 	Property Zip Code	 	County	 	Property Type	 	No. of Units	 	Unit of Measure	 	Original Principal Balance	 	Cut-off Date Balance ($)	 	Loan Amortization Type	 	Monthly Debt Service Amount	 	Interest Accrual Basis
	1	 	SG	 	The Mall at Rockingham Park	 	99 Rockingham Park Boulevard	 	Salem	 	NH	 	03079	 	Rockingham	 	Retail	 	540,867	 	Sq. Ft.	 	40,000,000	 	40,000,000	 	Interest-only, Balloon	 	136,537.04 	 	Actual/360
	2	 	SG	 	85 Bluxome	 	85 Bluxome Street	 	San Francisco	 	CA	 	94107	 	San Francisco	 	Office	 	56,845	 	Sq. Ft.	 	38,000,000	 	38,000,000	 	Interest-only, Balloon	 	152,248.94 	 	Actual/360
	3	 	CCRE	 	26 Astor Place	 	26 Astor Place	 	New York	 	NY	 	10003	 	New York	 	Retail	 	28,773 	 	Sq. Ft.	 	36,000,000	 	36,000,000	 	Interest-only, Balloon	 	112,708.96 	 	Actual/360
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	3100 East Imperial Highway	 	Lynwood	 	CA	 	90262	 	Los Angeles	 	Retail	 	404,064 	 	Sq. Ft.	 	36,000,000	 	36,000,000	 	Interest-only, Balloon	 	139,859.18 	 	Actual/360
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	920 Broadway	 	Nashville	 	TN	 	37203	 	Davidson	 	Hospitality	 	287	 	Rooms	 	34,300,000	 	34,300,000	 	Amortizing Balloon	 	186,569.14 	 	Actual/360
	6	 	BSP	 	Renaissance Center	 	8705 Henderson Road	 	Tampa	 	FL	 	33634	 	Hillsborough	 	Office	 	573,053 	 	Sq. Ft.	 	30,240,000	 	30,240,000	 	Interest-only, Amortizing Balloon	 	162,704.69 	 	Actual/360
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	1,254,268 	 	Sq. Ft.	 	29,300,000	 	29,300,000	 	Interest-only, Balloon	 	121,402.38 	 	Actual/360
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	14 Fernwood Road	 	Florham Park	 	NJ	 	07932	 	Morris	 	Retail	 	109,995 	 	Sq. Ft.	 	4,341,468	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	44 Harvard Street	 	Westwood	 	MA	 	02090	 	Norfolk	 	Retail	 	128,000 	 	Sq. Ft.	 	4,243,245	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	680 Woodlands Parkway	 	Vernon Hills	 	IL	 	60061	 	Lake	 	Retail	 	140,495 	 	Sq. Ft.	 	3,604,794	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	18425 Dodd Boulevard	 	Lakeville	 	MN	 	55044	 	Dakota	 	Retail	 	214,646 	 	Sq. Ft.	 	2,868,119	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	44610 Prentice Drive	 	Sterling	 	VA	 	20166	 	Loudoun	 	Retail	 	112,110 	 	Sq. Ft.	 	2,642,206	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	3051 Healthy Way	 	Vestavia Hills	 	AL	 	35243	 	Jefferson	 	Retail	 	103,647 	 	Sq. Ft.	 	2,504,693	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	3850 Richmond Road	 	Beachwood	 	OH	 	44122	 	Cuyahoga	 	Retail	 	112,110 	 	Sq. Ft.	 	2,396,648	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	3825 Hard Road	 	Dublin	 	OH	 	43016	 	Franklin	 	Retail	 	109,045 	 	Sq. Ft.	 	2,259,135	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	3058 Clarkson Road	 	Ellisville	 	MO	 	63017	 	St. Louis	 	Retail	 	112,110 	 	Sq. Ft.	 	2,229,668	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	14200 Highway 92	 	Woodstock	 	GA	 	30188	 	Cherokee	 	Retail	 	112,110 	 	Sq. Ft.	 	2,210,023	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	3501 Corporate Parkway	 	Center Valley	 	PA	 	18034	 	Lehigh	 	Office	 	178,330	 	Sq. Ft.	 	28,300,000	 	28,300,000	 	Interest-only, ARD	 	117,402.42 	 	Actual/360
	9	 	BSP	 	South Pointe Apartments	 	12660 Jupiter Road	 	Dallas	 	TX	 	75238	 	Dallas	 	Multifamily	 	372	 	Units	 	24,000,000	 	24,000,000	 	Interest-only, Amortizing Balloon	 	126,064.79 	 	Actual/360
	10	 	SPREF	 	East Lake Tower Corporate Center	 	4425 North Port Washington Road 	 	Glendale	 	WI	 	53212	 	Milwaukee	 	Office	 	180,995 	 	Sq. Ft.	 	24,000,000	 	23,778,250	 	Amortizing Balloon	 	129,571.57 	 	Actual/360
	11	 	SPREF	 	Peachtree Mall	 	3131 Manchester Expressway	 	Columbus	 	GA	 	31909	 	Muscogee	 	Retail	 	535,367 	 	Sq. Ft.	 	23,750,000	 	23,703,430	 	Amortizing Balloon	 	124,628.05 	 	Actual/360
	12	 	CCRE	 	TEK Park	 	9999 Hamilton Boulevard	 	Breinigsville	 	PA	 	18031	 	Lehigh	 	Office	 	514,033 	 	Sq. Ft.	 	23,500,000	 	23,500,000	 	Amortizing Balloon	 	126,153.08 	 	Actual/360
	13	 	Natixis	 	Seattle Area Portfolio	 	Various	 	Various	 	WA	 	Various	 	Kitsap	 	Various	 	159,523 	 	Sq. Ft.	 	22,250,000	 	22,250,000	 	Interest-only, Amortizing Balloon	 	113,134.44 	 	Actual/360
	13.01	 	Natixis	 	Camelia Apartments	 	240 Camelia Loop Northeast & 261-344 Tormey Lane	 	Bainbridge Island	 	WA	 	98110	 	Kitsap	 	Multifamily	 	65,051 	 	Sq. Ft.	 	11,088,997	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	945 Hildebrand Lane Northeast	 	Bainbridge Island	 	WA	 	98110	 	Kitsap	 	Mixed Use	 	64,276 	 	Sq. Ft.	 	7,560,680	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	19723-35 10th Avenue Northeast	 	Poulsbo	 	WA	 	98370	 	Kitsap	 	Mixed Use	 	30,196 	 	Sq. Ft.	 	3,600,324	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	Various	 	Various	 	FL	 	Various	 	Palm Beach	 	Retail	 	314,697 	 	Sq. Ft.	 	21,250,000	 	21,204,092	 	Amortizing Balloon	 	117,119.64 	 	Actual/360
	14.01	 	Natixis	 	Sandalfoot Plaza	 	23100 Sandalfoot Plaza Drive	 	Boca Raton	 	FL	 	33428	 	Palm Beach	 	Retail	 	142,776 	 	Sq. Ft.	 	13,575,943	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	7577 Lake Worth Road	 	Lake Worth	 	FL	 	33467	 	Palm Beach	 	Retail	 	171,921 	 	Sq. Ft.	 	7,674,057	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Other	 	3,926,180 	 	Sq. Ft.	 	20,000,000	 	20,000,000	 	Interest-only, Balloon	 	72,662.04 	 	Actual/360
	15.01	 	CCRE	 	300 Arboretum Place	 	300 Arboretum Place	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	214,209 	 	Sq. Ft.	 	1,450,925	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	700 East Gate Drive	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	119,272 	 	Sq. Ft.	 	1,137,980	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	6802 Paragon Place	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	143,783 	 	Sq. Ft.	 	1,052,632	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	6800 Paragon Place	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	146,365 	 	Sq. Ft.	 	1,044,097	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	2100 West Laburnum Avenue	 	Richmond	 	VA	 	23227	 	Richmond City	 	Other	 	128,301 	 	Sq. Ft.	 	756,757	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	7501 Boulder View Drive	 	North Chesterfield	 	VA	 	23225	 	Chesterfield	 	Other	 	136,654 	 	Sq. Ft.	 	756,757	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	7300 Beaufont Springs Drive	 	North Chesterfield	 	VA	 	23225	 	Chesterfield	 	Other	 	120,665 	 	Sq. Ft.	 	756,757	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	4870 Sadler Road	 	Glen Allen	 	VA	 	23060	 	Henrico 	 	Other	 	62,100 	 	Sq. Ft.	 	608,819	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	12015 Lee Jackson Memorial Highway	 	Fairfax	 	VA	 	22033	 	Fairfax 	 	Other	 	150,758 	 	Sq. Ft.	 	597,440	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	6806 Paragon Place	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	74,480 	 	Sq. Ft.	 	591,750	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	925 Harvest Drive	 	Blue Bell	 	PA	 	19422	 	Montgomery 	 	Other	 	62,957 	 	Sq. Ft.	 	512,091	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	555 Croton Road	 	King of Prussia	 	PA	 	19406	 	Montgomery 	 	Other	 	96,909 	 	Sq. Ft.	 	483,642	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	980 Harvest Drive	 	Blue Bell	 	PA	 	19422	 	Montgomery 	 	Other	 	62,379 	 	Sq. Ft.	 	455,192	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	309 Fellowship Road	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	55,698 	 	Sq. Ft.	 	386,913	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	11781 Lee Jackson Memorial Highway	 	Fairfax	 	VA	 	22033	 	Fairfax 	 	Other	 	130,381 	 	Sq. Ft.	 	369,844	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	305 Fellowship Road	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	56,583 	 	Sq. Ft.	 	344,239	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	701 East Gate Drive	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	61,794 	 	Sq. Ft.	 	341,394	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	920 Harvest Drive	 	Blue Bell	 	PA	 	19422	 	Montgomery 	 	Other	 	51,875 	 	Sq. Ft.	 	341,394	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	4880 Sadler Road	 	Glen Allen	 	VA	 	23060	 	Henrico 	 	Other	 	63,427 	 	Sq. Ft.	 	341,394	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	1025 Boulders Parkway	 	North Chesterfield	 	VA	 	23225	 	Chesterfield	 	Other	 	93,143 	 	Sq. Ft.	 	341,394	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	2201 Tomlynn Street	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	85,861 	 	Sq. Ft.	 	312,945	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	2240-2250 Butler Pike	 	Plymouth Meeting	 	PA	 	19462	 	Montgomery 	 	Other	 	52,229 	 	Sq. Ft.	 	312,945	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	7401 Beaufont Springs Drive	 	North Chesterfield	 	VA	 	23225	 	Chesterfield	 	Other	 	82,781 	 	Sq. Ft.	 	312,945	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	2511 Brittons Hill Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	132,548 	 	Sq. Ft.	 	312,945	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	4805 Lake Brook Drive	 	Glen Allen	 	VA	 	23060	 	Henrico 	 	Other	 	60,208 	 	Sq. Ft.	 	293,030	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	4401 Fair Lakes Court	 	Fairfax	 	VA	 	22033	 	Fairfax 	 	Other	 	55,828 	 	Sq. Ft.	 	290,185	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	2812 Emerywood Parkway	 	Richmond	 	VA	 	23294	 	Henrico 	 	Other	 	56,984 	 	Sq. Ft.	 	284,495	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	9100 Arboretum Parkway	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	58,446 	 	Sq. Ft.	 	284,495	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	500 Enterprise Road	 	Horsham	 	PA	 	19044	 	Montgomery 	 	Other	 	66,751 	 	Sq. Ft.	 	267,425	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	303 Fellowship Road	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	53,768 	 	Sq. Ft.	 	258,890	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	9011 Arboretum Parkway	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	73,183 	 	Sq. Ft.	 	256,046	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	910 Harvest Drive	 	Blue Bell	 	PA	 	19422	 	Montgomery 	 	Other	 	52,611 	 	Sq. Ft.	 	256,046	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	7325 Beaufont Springs Drive	 	North Chesterfield	 	VA	 	23225	 	Chesterfield	 	Other	 	77,648 	 	Sq. Ft.	 	256,046	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	1 Progress Drive	 	Horsham	 	PA	 	19044	 	Montgomery 	 	Other	 	79,204 	 	Sq. Ft.	 	227,596	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	2260 Butler Pike	 	Plymouth Meeting	 	PA	 	19462	 	Montgomery 	 	Other	 	31,892 	 	Sq. Ft.	 	227,596	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	140 West Germantown Pike	 	Plymouth Meeting	 	PA	 	19462	 	Montgomery 	 	Other	 	25,357 	 	Sq. Ft.	 	210,526	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	307 Fellowship Road	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	54,073 	 	Sq. Ft.	 	210,526	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	9210 Arboretum Parkway	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	48,423 	 	Sq. Ft.	 	187,767	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	2221 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	45,250 	 	Sq. Ft.	 	187,767	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	9200 Arboretum Parkway	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	49,542 	 	Sq. Ft.	 	187,767	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	815 East Gate Drive	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	25,500 	 	Sq. Ft.	 	182,077	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	120 West Germantown Pike	 	Plymouth Meeting	 	PA	 	19462	 	Montgomery 	 	Other	 	30,574 	 	Sq. Ft.	 	179,232	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	4364 South Alston Avenue	 	Durham	 	NC	 	27713	 	Durham	 	Other	 	57,245 	 	Sq. Ft.	 	165,007	 	 	 	 	 	 	 	 


  




    


     


    



 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Property Address	 	Property City	 	Property State	 	Property Zip Code	 	County	 	Property Type	 	No. of Units	 	Unit of Measure	 	Original Principal Balance	 	Cut-off Date Balance ($)	 	Loan Amortization Type	 	Monthly Debt Service Amount	 	Interest Accrual Basis
	15.44	 	CCRE	 	308 Harper Drive	 	308 Harper Drive	 	Moorestown	 	NJ	 	08057	 	Burlington 	 	Other	 	59,500 	 	Sq. Ft.	 	162,162	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	2251 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	42,000 	 	Sq. Ft.	 	159,317	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	2212 Tomlynn Street	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	45,353 	 	Sq. Ft.	 	159,317	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	2256 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	33,413 	 	Sq. Ft.	 	128,023	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	2246 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	33,271 	 	Sq. Ft.	 	128,023	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	2244 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	33,050 	 	Sq. Ft.	 	125,178	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	2130 Tomlynn Street	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	29,700 	 	Sq. Ft.	 	119,488	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	2161 Tomlynn Street	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	41,550 	 	Sq. Ft.	 	113,798	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	2248 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	30,184 	 	Sq. Ft.	 	113,798	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	2112 Tomlynn Street	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	23,850 	 	Sq. Ft.	 	105,263	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	2277 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	50,400 	 	Sq. Ft.	 	105,263	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	9211 Arboretum Parkway	 	North Chesterfield	 	VA	 	23236	 	Chesterfield	 	Other	 	30,791 	 	Sq. Ft.	 	102,418	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	2240 Dabney Road	 	Richmond	 	VA	 	23230	 	Henrico 	 	Other	 	15,389 	 	Sq. Ft.	 	56,899	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	817 East Gate Drive	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	25,351 	 	Sq. Ft.	 	42,674	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	161 Gaither Drive	 	Mount Laurel	 	NJ	 	08054	 	Burlington 	 	Other	 	44,739 	 	Sq. Ft.	 	42,674	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	Various	 	Various	 	PA	 	Various	 	Berks	 	Industrial	 	537,220	 	Sq. Ft.	 	19,500,000	 	19,500,000	 	Interest-only, Amortizing Balloon	 	100,198.86 	 	Actual/360
	16.01	 	SG	 	100-900 Corporate Center Drive	 	100-900 Corporate Center Drive	 	Reading	 	PA	 	19605	 	Berks	 	Industrial	 	466,420 	 	Sq. Ft.	 	16,265,220	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	10 Vanguard Drive	 	Reading	 	PA	 	19606	 	Berks	 	Industrial	 	57,600 	 	Sq. Ft.	 	2,546,370	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	650 Lincoln Road	 	Birdsboro	 	PA	 	19508	 	Berks	 	Industrial	 	13,200 	 	Sq. Ft.	 	688,410	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	534,881 	 	Sq. Ft.	 	18,000,000	 	18,000,000	 	Interest-only, Amortizing ARD	 	94,330.99 	 	Actual/360
	17.01	 	SPREF	 	15065 Creosote Road	 	15065 Creosote Road	 	Gulfport	 	MS	 	39503	 	Harrison	 	Retail	 	115,574 	 	Sq. Ft.	 	3,920,705	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	2650 West Interstate Highway 20	 	Grand Prairie	 	TX	 	75052	 	Tarrant	 	Retail	 	109,415 	 	Sq. Ft.	 	3,713,656	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	1600 West Kelly Avenue	 	Pharr	 	TX	 	78577	 	Hidalgo	 	Retail	 	108,400 	 	Sq. Ft.	 	3,678,414	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	2244 South Reynolds Road	 	Toledo	 	OH	 	43614	 	Lucas	 	Retail	 	111,763 	 	Sq. Ft.	 	3,647,577	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	642 South Walnut Avenue	 	New Braunfels	 	TX	 	78130	 	Comal	 	Retail	 	89,729 	 	Sq. Ft.	 	3,039,648	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	1701 Autumn Splendor Way	 	Blacksburg	 	VA	 	24060	 	Montgomery	 	Multifamily	 	396	 	Beds	 	16,325,000	 	16,285,482	 	Amortizing Balloon	 	84,520.50 	 	Actual/360
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	Various	 	Gulf Shores	 	AL	 	36542	 	Baldwin	 	Hospitality	 	214 	 	Rooms	 	15,500,000	 	15,483,034	 	Amortizing Balloon	 	88,007.30 	 	Actual/360
	19.01	 	Natixis	 	HIE Gulf Shores	 	160 West Commerce Avenue	 	Gulf Shores	 	AL	 	36542	 	Baldwin	 	Hospitality	 	89 	 	Rooms	 	8,961,818	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	3600 Gulf Shores Parkway	 	Gulf Shores	 	AL	 	36542	 	Baldwin	 	Hospitality	 	125 	 	Rooms	 	6,538,182	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	3201 Enterprise Parkway	 	Beachwood	 	OH	 	44122	 	Cuyahoga	 	Office	 	111,592 	 	Sq. Ft.	 	15,000,000	 	14,983,103	 	Amortizing Balloon	 	83,734.04 	 	Actual/360
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	Various	 	Various	 	VA	 	Various	 	Various	 	Hospitality	 	284 	 	Rooms	 	15,000,000	 	14,971,642	 	Amortizing Balloon	 	88,491.14 	 	Actual/360
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	1402 Richmond Road	 	Williamsburg	 	VA	 	23185	 	Williamsburg	 	Hospitality	 	148 	 	Rooms	 	8,500,000	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	1454 Crossways Boulevard	 	Chesapeake	 	VA	 	23320	 	Chesapeake	 	Hospitality	 	136 	 	Rooms	 	6,500,000	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	5933 West Century Boulevard	 	Los Angeles	 	CA	 	90045	 	Los Angeles	 	Hospitality	 	231 	 	Rooms	 	15,000,000	 	14,968,853	 	Amortizing Balloon	 	84,407.61 	 	Actual/360
	23	 	CCRE	 	Marriott Saddle Brook	 	138 New Pehle Avenue	 	Saddle Brook	 	NJ	 	07663	 	Bergen	 	Hospitality	 	241 	 	Rooms	 	16,363,636	 	14,873,026	 	Amortizing Balloon	 	81,852.72 	 	Actual/360
	24	 	CCRE	 	100 Tournament Drive	 	100 Tournament Drive	 	Horsham	 	PA	 	19044	 	Montgomery	 	Office	 	115,850 	 	Sq. Ft.	 	14,800,000	 	14,800,000	 	Interest-only, Amortizing Balloon	 	79,911.54 	 	Actual/360
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	15400 John F. Kennedy Boulevard	 	Houston	 	TX	 	77032	 	Harris	 	Hospitality	 	182	 	Rooms	 	14,500,000	 	14,500,000	 	Amortizing Balloon	 	82,329.41 	 	Actual/360
	26	 	SG	 	Holiday Inn & Suites Ocala	 	3600 Southwest 38th Avenue	 	Ocala	 	FL	 	34474	 	Marion	 	Hospitality	 	133	 	Rooms	 	13,100,000	 	13,071,985	 	Amortizing Balloon	 	72,590.42 	 	Actual/360
	27	 	Natixis	 	Vancouver Center North Tower	 	700 Washington Street	 	Vancouver	 	WA	 	98660	 	Clark	 	Office	 	106,287 	 	Sq. Ft.	 	12,500,000	 	12,500,000	 	Interest-only, Amortizing Balloon	 	71,838.71 	 	Actual/360
	28	 	Natixis	 	Regent Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Various	 	352,001 	 	Sq. Ft.	 	11,500,000	 	11,500,000	 	Interest-only, Amortizing Balloon	 	63,240.14 	 	Actual/360
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	103-105 South Bedford Road	 	Mount Kisco	 	NY	 	10549	 	Westchester	 	Office	 	71,915 	 	Sq. Ft.	 	1,887,369	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	631 Grand Street	 	Jersey City	 	NJ	 	07304	 	Hudson	 	Office	 	30,954 	 	Sq. Ft.	 	1,369,268	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	85 Harristown Road	 	Glen Rock	 	NJ	 	07452	 	Bergen	 	Office	 	43,914 	 	Sq. Ft.	 	1,350,764	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	234 Hamburg Turnpike	 	Wayne	 	NJ	 	07470	 	Passaic	 	Office	 	31,233 	 	Sq. Ft.	 	1,286,002	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	630 Broad Street	 	Carlstadt	 	NJ	 	07072	 	Bergen	 	Office	 	25,251 	 	Sq. Ft.	 	1,082,462	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	555 Kinderkamack Road	 	Oradell	 	NJ	 	07649	 	Bergen	 	Office	 	29,411 	 	Sq. Ft.	 	989,944	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	215 Easton Avenue	 	New Brunswick	 	NJ	 	08901	 	Middlesex	 	Office	 	12,660 	 	Sq. Ft.	 	767,900	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	556 Eagle Rock Avenue	 	Roseland	 	NJ	 	07068	 	Essex	 	Office	 	42,150 	 	Sq. Ft.	 	703,138	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	14-01 Broadway	 	Fair Lawn	 	NJ	 	07410	 	Bergen	 	Office	 	15,000 	 	Sq. Ft.	 	601,368	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	14601 Southwest 29th Street	 	Miramar	 	FL	 	33027	 	Broward	 	Office	 	15,890 	 	Sq. Ft.	 	601,368	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	15-01 Broadway	 	Fair Lawn	 	NJ	 	07410	 	Bergen	 	Office	 	11,373 	 	Sq. Ft.	 	407,080	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	20 Woodridge Avenue	 	Hackensack	 	NJ	 	07601	 	Bergen	 	Office	 	6,000 	 	Sq. Ft.	 	277,554	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	403-405 West Pleasant View Avenue	 	Hackensack	 	NJ	 	07601	 	Bergen	 	Industrial	 	16,250 	 	Sq. Ft.	 	175,784	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	3 Executive Campus	 	Cherry Hill	 	NJ	 	08002	 	Camden	 	Office	 	431,582 	 	Sq. Ft.	 	11,100,000	 	11,075,339	 	Amortizing Balloon	 	60,267.42 	 	Actual/360
	30	 	SG	 	860 West Levoy Drive	 	860 West Levoy Drive	 	Taylorsville	 	UT	 	84123	 	Salt Lake	 	Office	 	107,062	 	Sq. Ft.	 	9,900,000	 	9,882,577	 	Amortizing Balloon	 	56,066.45 	 	Actual/360
	31	 	Natixis	 	Shilo Inn Newport	 	536 Southwest Elizabeth Street	 	Newport	 	OR	 	97365	 	Lincoln	 	Hospitality	 	179 	 	Rooms	 	9,240,264	 	9,137,248	 	Amortizing Balloon	 	59,817.89 	 	Actual/360
	32	 	SPREF	 	Manhattan Avenue	 	58-76 Clay Street & 1109-1113 Manhattan Avenue 	 	Brooklyn	 	NY	 	11222	 	Kings	 	Multifamily	 	36,041 	 	Sq. Ft.	 	8,500,000	 	8,500,000	 	Amortizing Balloon	 	45,629.84 	 	Actual/360
	33	 	BSP	 	Desert Glen	 	5350 West Bell Road	 	Glendale	 	AZ	 	85308	 	Maricopa	 	Retail	 	45,421	 	Sq. Ft.	 	7,350,000	 	7,287,438	 	Amortizing Balloon	 	38,341.08 	 	Actual/360
	34	 	Natixis	 	Comfort Suites Pineville	 	10415 Centrum Parkway	 	Pineville	 	NC	 	28134	 	Mecklenburg	 	Hospitality	 	116 	 	Rooms	 	7,100,000	 	7,088,113	 	Amortizing Balloon	 	41,588.67 	 	Actual/360
	35	 	BSP	 	Noble Creek Shops	 	2200-2268 Pleasant Street	 	Noblesville	 	IN	 	46060	 	Hamilton	 	Retail	 	100,713 	 	Sq. Ft.	 	6,900,000	 	6,900,000	 	Interest-only, Amortizing Balloon	 	39,549.85 	 	Actual/360
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	2909 Duportail Street	 	Richland	 	WA	 	99352	 	Benton	 	Retail	 	56,741 	 	Sq. Ft.	 	6,600,000	 	6,589,437	 	Amortizing Balloon	 	39,823.39 	 	Actual/360
	37	 	CCRE	 	Best Western Yuba City	 	894 West Onstott Road	 	Yuba City	 	CA	 	95991	 	Sutter	 	Hospitality	 	91 	 	Rooms	 	5,500,000	 	5,500,000	 	Amortizing Balloon	 	34,534.41 	 	Actual/360
	38	 	Natixis	 	Comfort Inn at Carowinds	 	3725 Avenue of The Carolinas	 	Fort Mill	 	SC	 	29708	 	York	 	Hospitality	 	153 	 	Rooms	 	5,300,000	 	5,291,324	 	Amortizing Balloon	 	31,510.48 	 	Actual/360
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	8135 State Route 108	 	Wauseon	 	OH	 	43567	 	Fulton	 	Hospitality	 	65 	 	Rooms	 	5,175,000	 	5,102,582	 	Amortizing Balloon	 	31,317.13 	 	Actual/360
	40	 	CCRE	 	Two Edison Lakes Office	 	4101 Edison Lakes Parkway	 	Mishawaka	 	IN	 	46545	 	St. Joseph	 	Office	 	40,868 	 	Sq. Ft.	 	5,100,000	 	5,094,040	 	Amortizing Balloon	 	27,847.34 	 	Actual/360
	41	 	Natixis	 	21 North 1st Avenue	 	21 North First Avenue	 	Yakima	 	WA	 	98902	 	Yakima	 	Office	 	51,956 	 	Sq. Ft.	 	4,750,000	 	4,750,000	 	Interest-only, Amortizing Balloon	 	26,112.12 	 	Actual/360
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	Various	 	Various	 	Various	 	Various	 	Various	 	Retail	 	38,588 	 	Sq. Ft.	 	4,150,000	 	4,150,000	 	Interest-only, Amortizing Balloon	 	23,096.71 	 	Actual/360
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	233 Van Houten Street	 	Paterson	 	NJ	 	07501	 	Passaic	 	Retail	 	9,000 	 	Sq. Ft.	 	1,515,000	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	91 Cooke Street	 	Waterbury	 	CT	 	06710	 	New Haven	 	Retail	 	16,388 	 	Sq. Ft.	 	1,356,000	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	550 South Broad Street	 	Elizabeth	 	NJ	 	07202	 	Union	 	Retail	 	13,200 	 	Sq. Ft.	 	1,279,000	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	47 Northeast 36th Street	 	Miami	 	FL	 	33137	 	Miami-Dade	 	Mixed Use	 	7,383 	 	Sq. Ft.	 	3,925,000	 	3,925,000	 	Interest-only, Balloon	 	17,251.19 	 	Actual/360


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Property Address	 	Property City	 	Property State	 	Property Zip Code	 	County	 	Property Type	 	No. of Units	 	Unit of Measure	 	Original Principal Balance	 	Cut-off Date Balance ($)	 	Loan Amortization Type	 	Monthly Debt Service Amount	 	Interest Accrual Basis
	44	 	CCRE	 	Cape Cod Condominiums	 	148 Southwest 89th Street	 	Oklahoma City	 	OK	 	73139	 	Cleveland	 	Multifamily	 	79 	 	Units	 	3,150,000	 	3,150,000	 	Interest-only, Balloon	 	12,896.10 	 	Actual/360
	45	 	CCRE	 	534 Holland	 	534 & 552 East 48th Street	 	Holland	 	MI	 	49423	 	Allegan	 	Industrial	 	109,954 	 	Sq. Ft.	 	3,100,000	 	3,096,726	 	Amortizing Balloon	 	17,970.81 	 	Actual/360
	46	 	Natixis	 	288 Cornelia Street	 	288 Cornelia Street	 	Plattsburgh	 	NY	 	12901	 	Clinton	 	Retail	 	11,598 	 	Sq. Ft.	 	2,600,000	 	2,594,986	 	Amortizing Balloon	 	15,189.42 	 	Actual/360
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	11600 Southwest Shilo Lane	 	Portland	 	OR	 	97225	 	Multnomah	 	Office	 	14,800 	 	Sq. Ft.	 	1,690,000	 	1,684,274	 	Amortizing Balloon	 	10,526.83 	 	Actual/360


 


 




    


     


    

  


	SGCMS 2016-C5
	MORTGAGE LOAN SCHEDULE





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Mortgage Rate	 	Administrative Fee Rate	 	Net Mortgage Rate	 	Payment Due Date	 	Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date
	1	 	SG	 	The Mall at Rockingham Park	 	4.040%	 	0.01399%	 	4.02601%	 	1	 	6/1/2026	 	NAP
	2	 	SG	 	85 Bluxome	 	4.742%	 	0.06745%	 	4.67455%	 	1	 	6/1/2026	 	NAP
	3	 	CCRE	 	26 Astor Place	 	3.706%	 	0.03745%	 	3.66805%	 	6	 	6/6/2026	 	NAP
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	4.598%	 	0.01399%	 	4.58412%	 	5	 	7/5/2021	 	NAP
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	5.116%	 	0.01399%	 	5.10201%	 	1	 	7/1/2026	 	NAP
	6	 	BSP	 	Renaissance Center	 	5.020%	 	0.01399%	 	5.00601%	 	6	 	3/6/2026	 	NAP
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	4.904%	 	0.03399%	 	4.87001%	 	6	 	12/6/2025	 	NAP
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	4.910%	 	0.03745%	 	4.87255%	 	1	 	7/1/2021	 	7/1/2036
	9	 	BSP	 	South Pointe Apartments	 	4.810%	 	0.01745%	 	4.79255%	 	6	 	12/6/2025	 	NAP
	10	 	SPREF	 	East Lake Tower Corporate Center	 	5.050%	 	0.01745%	 	5.03255%	 	6	 	11/6/2025	 	NAP
	11	 	SPREF	 	Peachtree Mall	 	3.944%	 	0.01399%	 	3.93001%	 	6	 	12/6/2025	 	NAP
	12	 	CCRE	 	TEK Park	 	5.000%	 	0.04599%	 	4.95401%	 	6	 	7/6/2026	 	NAP
	13	 	Natixis	 	Seattle Area Portfolio	 	4.530%	 	0.01745%	 	4.51255%	 	5	 	7/5/2026	 	NAP
	13.01	 	Natixis	 	Camelia Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	5.233%	 	0.01745%	 	5.21555%	 	5	 	5/5/2026	 	NAP
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	4.300%	 	0.03399%	 	4.26601%	 	6	 	2/6/2026	 	NAP
	15.01	 	CCRE	 	300 Arboretum Place	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 	 	 	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 	 	 	 	 	 	 	 	 	 	 


 







    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Mortgage Rate	 	Administrative Fee Rate	 	Net Mortgage Rate	 	Payment Due Date	 	Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date
	15.44	 	CCRE	 	308 Harper Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	4.620%	 	0.02745%	 	4.59255%	 	1	 	7/1/2026	 	NAP
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	4.790%	 	0.04859%	 	4.74141%	 	6	 	10/6/2025	 	10/6/2045
	17.01	 	SPREF	 	15065 Creosote Road	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	4.685%	 	0.04745%	 	4.63755%	 	1	 	5/1/2026	 	NAP
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	5.500%	 	0.01745%	 	5.48255%	 	5	 	6/5/2026	 	NAP
	19.01	 	Natixis	 	HIE Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	5.347%	 	0.01745%	 	5.32955%	 	6	 	6/6/2026	 	NAP
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	5.850%	 	0.01745%	 	5.83255%	 	6	 	5/6/2026	 	NAP
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	5.419%	 	0.03399%	 	5.38501%	 	6	 	5/6/2026	 	NAP
	23	 	CCRE	 	Marriott Saddle Brook	 	5.146%	 	0.05089%	 	5.09511%	 	6	 	12/6/2025	 	NAP
	24	 	CCRE	 	100 Tournament Drive	 	5.051%	 	0.03745%	 	5.01355%	 	6	 	6/6/2026	 	NAP
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	5.500%	 	0.01745%	 	5.48255%	 	6	 	7/6/2026	 	NAP
	26	 	SG	 	Holiday Inn & Suites Ocala	 	5.281%	 	0.01745%	 	5.26355%	 	1	 	5/1/2026	 	NAP
	27	 	Natixis	 	Vancouver Center North Tower	 	5.610%	 	0.01745%	 	5.59255%	 	5	 	7/5/2026	 	NAP
	28	 	Natixis	 	Regent Portfolio	 	5.213%	 	0.01399%	 	5.19901%	 	5	 	5/5/2021	 	NAP
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	5.100%	 	0.03399%	 	5.06601%	 	6	 	5/6/2026	 	NAP
	30	 	SG	 	860 West Levoy Drive	 	4.684%	 	0.02745%	 	4.65655%	 	1	 	6/1/2026	 	NAP
	31	 	Natixis	 	Shilo Inn Newport	 	6.050%	 	0.01745%	 	6.03255%	 	5	 	11/5/2025	 	NAP
	32	 	SPREF	 	Manhattan Avenue	 	5.000%	 	0.01745%	 	4.98255%	 	6	 	7/6/2021	 	NAP
	33	 	BSP	 	Desert Glen	 	4.750%	 	0.01745%	 	4.73255%	 	6	 	12/6/2025	 	NAP
	34	 	Natixis	 	Comfort Suites Pineville	 	5.020%	 	0.01745%	 	5.00255%	 	5	 	6/5/2026	 	NAP
	35	 	BSP	 	Noble Creek Shops	 	5.170%	 	0.01745%	 	5.15255%	 	6	 	6/6/2026	 	NAP
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	5.320%	 	0.01745%	 	5.30255%	 	6	 	6/6/2026	 	NAP
	37	 	CCRE	 	Best Western Yuba City	 	5.730%	 	0.03745%	 	5.69255%	 	6	 	7/6/2026	 	NAP
	38	 	Natixis	 	Comfort Inn at Carowinds	 	5.170%	 	0.01745%	 	5.15255%	 	5	 	6/5/2026	 	NAP
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	5.350%	 	0.01745%	 	5.33255%	 	6	 	10/6/2025	 	NAP
	40	 	CCRE	 	Two Edison Lakes Office	 	5.150%	 	0.03745%	 	5.11255%	 	6	 	6/6/2026	 	NAP
	41	 	Natixis	 	21 North 1st Avenue	 	5.210%	 	0.01745%	 	5.19255%	 	5	 	5/5/2026	 	NAP
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	5.320%	 	0.01745%	 	5.30255%	 	6	 	6/6/2026	 	NAP
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	5.202%	 	0.03745%	 	5.16455%	 	6	 	5/6/2021	 	NAP


 







    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Mortgage Rate	 	Administrative Fee Rate	 	Net Mortgage Rate	 	Payment Due Date	 	Maturity Date or Anticipated Repayment Date	 	ARD Loan Maturity Date
	44	 	CCRE	 	Cape Cod Condominiums	 	4.846%	 	0.03745%	 	4.80805%	 	6	 	11/6/2025	 	NAP
	45	 	CCRE	 	534 Holland	 	5.689%	 	0.08495%	 	5.60405%	 	6	 	6/6/2021	 	NAP
	46	 	Natixis	 	288 Cornelia Street	 	5.760%	 	0.01745%	 	5.74255%	 	5	 	5/5/2026	 	NAP
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	6.360%	 	0.01745%	 	6.34255%	 	5	 	3/5/2026	 	NAP


  




    


     


    

 





	SGCMS 2016-C5	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	ARD Mortgage Rate After ARD	 	Loan Term (Original)	 	Loan Term (Remaining)	 	Amortization Term (Original)
	1	 	SG	 	The Mall at Rockingham Park	 	NAP	 	120	 	119	 	IO
	2	 	SG	 	85 Bluxome	 	NAP	 	120	 	119	 	IO
	3	 	CCRE	 	26 Astor Place	 	NAP	 	120	 	119	 	IO
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	NAP	 	60	 	60	 	IO
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	NAP	 	120	 	120	 	360
	6	 	BSP	 	Renaissance Center	 	NAP	 	120	 	116	 	360
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	NAP	 	120	 	113	 	IO
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	The sum of 3.000% and the greater of (i) 4.910%; (ii) (a) the greater of 5-year swap spread on the ARD or treasury rate on the ARD plus (b) 3.65%: or (iii) when applicable the Default Rate	 	60	 	60	 	IO
	9	 	BSP	 	South Pointe Apartments	 	NAP	 	120	 	113	 	360
	10	 	SPREF	 	East Lake Tower Corporate Center	 	NAP	 	120	 	112	 	360
	11	 	SPREF	 	Peachtree Mall	 	NAP	 	114	 	113	 	300
	12	 	CCRE	 	TEK Park	 	NAP	 	120	 	120	 	360
	13	 	Natixis	 	Seattle Area Portfolio	 	NAP	 	120	 	120	 	360
	13.01	 	Natixis	 	Camelia Apartments	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	NAP	 	120	 	118	 	360
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	NAP	 	120	 	115	 	IO
	15.01	 	CCRE	 	300 Arboretum Place	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 	 	 	 	 	 	 


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	ARD Mortgage Rate After ARD	 	Loan Term (Original)	 	Loan Term (Remaining)	 	Amortization Term (Original)
	15.44	 	CCRE	 	308 Harper Drive	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	NAP	 	120	 	120	 	360
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	Greater of (i) Initial Interest Rate plus 300 basis points and (ii) Treasury Rate plus 300 basis points	 	120	 	111	 	360
	17.01	 	SPREF	 	15065 Creosote Road	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	NAP	 	120	 	118	 	360
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	NAP	 	120	 	119	 	360
	19.01	 	Natixis	 	HIE Gulf Shores	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	NAP	 	120	 	119	 	360
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	NAP	 	120	 	118	 	360
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	NAP	 	120	 	118	 	360
	23	 	CCRE	 	Marriott Saddle Brook	 	NAP	 	120	 	113	 	360
	24	 	CCRE	 	100 Tournament Drive	 	NAP	 	120	 	119	 	360
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	NAP	 	120	 	120	 	360
	26	 	SG	 	Holiday Inn & Suites Ocala	 	NAP	 	120	 	118	 	360
	27	 	Natixis	 	Vancouver Center North Tower	 	NAP	 	120	 	120	 	360
	28	 	Natixis	 	Regent Portfolio	 	NAP	 	60	 	58	 	360
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	NAP	 	120	 	118	 	360
	30	 	SG	 	860 West Levoy Drive	 	NAP	 	120	 	119	 	300
	31	 	Natixis	 	Shilo Inn Newport	 	NAP	 	120	 	112	 	300
	32	 	SPREF	 	Manhattan Avenue	 	NAP	 	60	 	60	 	360
	33	 	BSP	 	Desert Glen	 	NAP	 	120	 	113	 	360
	34	 	Natixis	 	Comfort Suites Pineville	 	NAP	 	120	 	119	 	300
	35	 	BSP	 	Noble Creek Shops	 	NAP	 	120	 	119	 	324
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	NAP	 	120	 	119	 	300
	37	 	CCRE	 	Best Western Yuba City	 	NAP	 	120	 	120	 	300
	38	 	Natixis	 	Comfort Inn at Carowinds	 	NAP	 	120	 	119	 	300
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	NAP	 	120	 	111	 	300
	40	 	CCRE	 	Two Edison Lakes Office	 	NAP	 	120	 	119	 	360
	41	 	Natixis	 	21 North 1st Avenue	 	NAP	 	120	 	118	 	360
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	NAP	 	120	 	119	 	360
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	NAP	 	60	 	58	 	IO





 




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	ARD Mortgage Rate After ARD	 	Loan Term (Original)	 	Loan Term (Remaining)	 	Amortization Term (Original)
	44	 	CCRE	 	Cape Cod Condominiums	 	NAP	 	120	 	112	 	IO
	45	 	CCRE	 	534 Holland	 	NAP	 	60	 	59	 	360
	46	 	Natixis	 	288 Cornelia Street	 	NAP	 	120	 	118	 	360
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	NAP	 	120	 	116	 	360


  




    


     


    

 


	SGCMS 2016-C5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Amortization Term (Remaining)	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Restriction Code	 	Title Vesting (Fee/Leasehold/Both)	 	Grace Period Late (days)	 	Engineering Escrow/Deferred Maintenance	 	Tax Escrow (Initial)	 	Tax Escrow (Monthly)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty
	1	 	SG	 	The Mall at Rockingham Park	 	IO	 	 	 	L(25),D(88),O(7)	 	Both	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	2	 	SG	 	85 Bluxome	 	IO	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	0	 	88,503	 	17,701	 	Cash	 	NAP
	3	 	CCRE	 	26 Astor Place	 	IO	 	 	 	L(25),D(89),O(6)	 	Leasehold	 	0	 	0	 	402,206	 	0	 	Cash	 	NAP
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	IO	 	 	 	L(24),D(32),O(4)	 	Fee	 	0	 	50,500	 	289,261	 	57,852	 	Cash	 	NAP
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	360	 	 	 	L(24),D(92),O(4)	 	Both	 	5	 	25,656	 	148,674	 	24,779	 	Cash	 	NAP
	6	 	BSP	 	Renaissance Center	 	360	 	 	 	L(28),D(88),O(4)	 	Fee	 	0	 	0	 	595,833	 	119,167	 	Cash	 	NAP
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	IO	 	 	 	L(31),GRTR 1% or YM(85),O(4)	 	Fee	 	0	 	1,879,873	 	0	 	0	 	NAP	 	NAP
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	IO	 	 	 	L(24),D(33),O(3)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	9	 	BSP	 	South Pointe Apartments	 	360	 	 	 	L(31),D(85),O(4)	 	Fee	 	0	 	137,399	 	31,065	 	31,065	 	Cash	 	NAP
	10	 	SPREF	 	East Lake Tower Corporate Center	 	352	 	 	 	L(32),D(85),O(3)	 	Fee	 	0	 	0	 	250,037	 	41,673	 	Cash	 	NAP
	11	 	SPREF	 	Peachtree Mall	 	299	 	 	 	L(25),D(85),O(4)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	12	 	CCRE	 	TEK Park	 	360	 	 	 	L(24),D(93),O(3)	 	Fee	 	0	 	279,167	 	0	 	79,880	 	Cash	 	NAP
	13	 	Natixis	 	Seattle Area Portfolio	 	360	 	 	 	L(24),D(93),O(3)	 	Fee	 	0	 	6,563	 	70,987	 	23,662	 	Cash	 	NAP
	13.01	 	Natixis	 	Camelia Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	358	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	0	 	320,165	 	53,361	 	Cash	 	NAP
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	IO	 	 	 	L(29),GRTR 1% or YM(85),O(6)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	15.01	 	CCRE	 	300 Arboretum Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Amortization Term (Remaining)	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Restriction Code	 	Title Vesting (Fee/Leasehold/Both)	 	Grace Period Late (days)	 	Engineering Escrow/Deferred Maintenance	 	Tax Escrow (Initial)	 	Tax Escrow (Monthly)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty
	15.44	 	CCRE	 	308 Harper Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	360	 	 	 	L(24),D(93),O(3)	 	Fee	 	5	 	9,850	 	514,921	 	57,214	 	Cash	 	NAP
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	360	 	 	 	L(33),D(83),O(4)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	17.01	 	SPREF	 	15065 Creosote Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	358	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	8,050	 	94,087	 	15,681	 	Cash	 	NAP
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	359	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	11,250	 	54,810	 	6,090	 	Cash	 	NAP
	19.01	 	Natixis	 	HIE Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	359	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	160,014	 	0	 	28,678	 	Cash	 	NAP
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	358	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	18,313	 	51,417	 	12,854	 	Cash	 	NAP
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	358	 	 	 	L(26),D(90),O(4)	 	Leasehold	 	0	 	0	 	212,667	 	53,167	 	Cash	 	NAP
	23	 	CCRE	 	Marriott Saddle Brook	 	353	 	 	 	L(31),D(85),O(4)	 	Fee	 	0	 	52,095	 	122,000	 	61,000	 	Cash	 	NAP
	24	 	CCRE	 	100 Tournament Drive	 	360	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	8,125	 	290,200	 	26,382	 	Cash	 	NAP
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	360	 	 	 	L(24),D(92),O(4)	 	Fee	 	0	 	0	 	245,491	 	35,070	 	Cash	 	NAP
	26	 	SG	 	Holiday Inn & Suites Ocala	 	358	 	 	 	L(26),D(90),O(4)	 	Fee	 	0	 	26,925	 	94,786	 	13,541	 	Cash	 	NAP
	27	 	Natixis	 	Vancouver Center North Tower	 	360	 	 	 	L(24),D(93),O(3)	 	Fee	 	0	 	0	 	33,314	 	19,105	 	Cash	 	NAP
	28	 	Natixis	 	Regent Portfolio	 	360	 	 	 	L(26),D(31),O(3)	 	Fee	 	0	 	184,394	 	142,117	 	142,117	 	Cash	 	NAP
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	358	 	 	 	L(26),D(91),O(3)	 	Fee	 	5	 	12,406	 	69,948	 	69,948	 	Cash	 	NAP
	30	 	SG	 	860 West Levoy Drive	 	299	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	144,188	 	0	 	0	 	NAP	 	NAP
	31	 	Natixis	 	Shilo Inn Newport	 	292	 	 	 	L(32),D(85),O(3)	 	Fee	 	0	 	39,325	 	0	 	17,298	 	Cash	 	NAP
	32	 	SPREF	 	Manhattan Avenue	 	360	 	 	 	L(24),D(32),O(4)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	33	 	BSP	 	Desert Glen	 	353	 	 	 	L(31),D(85),O(4)	 	Fee	 	0	 	0	 	41,576	 	10,394	 	Cash	 	NAP
	34	 	Natixis	 	Comfort Suites Pineville	 	299	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	28,750	 	41,550	 	4,803	 	Cash	 	NAP
	35	 	BSP	 	Noble Creek Shops	 	324	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	0	 	26,910	 	13,455	 	Cash	 	NAP
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	299	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	0	 	0	 	0	 	NAP	 	NAP
	37	 	CCRE	 	Best Western Yuba City	 	300	 	 	 	L(24),D(92),O(4)	 	Fee	 	0	 	1,250	 	42,911	 	4,768	 	Cash	 	NAP
	38	 	Natixis	 	Comfort Inn at Carowinds	 	299	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	36,250	 	46,171	 	7,695	 	Cash	 	NAP
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	291	 	 	 	L(33),D(83),O(4)	 	Fee	 	0	 	0	 	15,684	 	3,921	 	Cash	 	NAP
	40	 	CCRE	 	Two Edison Lakes Office	 	359	 	 	 	L(25),D(92),O(3)	 	Fee	 	0	 	15,250	 	18,333	 	9,167	 	Cash	 	NAP
	41	 	Natixis	 	21 North 1st Avenue	 	360	 	 	 	L(26),D(91),O(3)	 	Fee	 	0	 	0	 	0	 	3,777	 	Cash	 	NAP
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	360	 	 	 	L(25),D(91),O(4)	 	Fee	 	0	 	18,992	 	15,054	 	7,527	 	Cash	 	NAP
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	IO	 	 	 	L(26),GRTR 1% or YM or D(28),O(6)	 	Fee	 	0	 	0	 	26,250	 	3,750	 	Cash	 	NAP


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Amortization Term (Remaining)	 	Cross Collateralized and Cross Defaulted Loan Flag	 	Prepayment Restriction Code	 	Title Vesting (Fee/Leasehold/Both)	 	Grace Period Late (days)	 	Engineering Escrow/Deferred Maintenance	 	Tax Escrow (Initial)	 	Tax Escrow (Monthly)	 	Tax Escrow - Cash or LoC	 	Tax Escrow - LoC Counterparty
	44	 	CCRE	 	Cape Cod Condominiums	 	IO	 	 	 	L(32),D(84),O(4)	 	Fee	 	0	 	6,875	 	30,750	 	3,417	 	Cash	 	NAP
	45	 	CCRE	 	534 Holland	 	359	 	 	 	L(25),D(29),O(6)	 	Fee	 	0	 	34,100	 	0	 	0	 	NAP	 	NAP
	46	 	Natixis	 	288 Cornelia Street	 	358	 	 	 	L(26),D(91),O(3)	 	Fee	 	0	 	0	 	53,310	 	8,369	 	Cash	 	NAP
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	356	 	 	 	L(28),D(89),O(3)	 	Fee	 	0	 	0	 	10,857	 	2,714	 	Cash	 	NAP


  




    


     


    

 





	SGCMS 2016-C5	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Insurance Escrow (Initial)	 	Insurance Escrow (Monthly)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Replacement Reserve (Initial)
	1	 	SG	 	The Mall at Rockingham Park	 	0	 	0	 	NAP	 	NAP	 	0
	2	 	SG	 	85 Bluxome	 	7,928	 	2,643	 	Cash	 	NAP	 	1,184
	3	 	CCRE	 	26 Astor Place	 	966	 	0	 	Cash	 	NAP	 	0
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	53,346	 	8,891	 	Cash	 	NAP	 	0
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	13,639	 	6,820	 	Cash	 	NAP	 	62,944
	6	 	BSP	 	Renaissance Center	 	35,000	 	11,667	 	Cash	 	NAP	 	0
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	0	 	0	 	NAP	 	NAP	 	0
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	0	 	0	 	NAP	 	NAP	 	0
	9	 	BSP	 	South Pointe Apartments	 	42,519	 	8,504	 	Cash	 	NAP	 	2,862,601
	10	 	SPREF	 	East Lake Tower Corporate Center	 	14,203	 	4,734	 	Cash	 	NAP	 	0
	11	 	SPREF	 	Peachtree Mall	 	0	 	0	 	NAP	 	NAP	 	0
	12	 	CCRE	 	TEK Park	 	86,250	 	27,843	 	Cash	 	NAP	 	0
	13	 	Natixis	 	Seattle Area Portfolio	 	29,878	 	5,976	 	Cash	 	NAP	 	0
	13.01	 	Natixis	 	Camelia Apartments	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	326,508	 	34,298	 	Cash	 	NAP	 	0
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	 	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	0	 	0	 	NAP	 	NAP	 	0
	15.01	 	CCRE	 	300 Arboretum Place	 	 	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 	 	 	 	 	 	 	 	 


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Insurance Escrow (Initial)	 	Insurance Escrow (Monthly)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Replacement Reserve (Initial)
	15.44	 	CCRE	 	308 Harper Drive	 	 	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	37,830	 	3,783	 	Cash	 	NAP	 	0
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	0	 	0	 	NAP	 	NAP	 	0
	17.01	 	SPREF	 	15065 Creosote Road	 	 	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	12,770	 	4,257	 	Cash	 	NAP	 	0
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	16,600	 	8,894	 	Cash	 	NAP	 	0
	19.01	 	Natixis	 	HIE Gulf Shores	 	 	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	14,993	 	2,142	 	Cash	 	NAP	 	0
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	21,819	 	3,147	 	Cash	 	NAP	 	0
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	64,714	 	6,471	 	Cash	 	NAP	 	0
	23	 	CCRE	 	Marriott Saddle Brook	 	34,156	 	3,416	 	Cash	 	NAP	 	0
	24	 	CCRE	 	100 Tournament Drive	 	4,626	 	2,313	 	Cash	 	NAP	 	0
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	44,410	 	7,259	 	Cash	 	NAP	 	23,324
	26	 	SG	 	Holiday Inn & Suites Ocala	 	55,723	 	5,066	 	Cash	 	NAP	 	0
	27	 	Natixis	 	Vancouver Center North Tower	 	19,312	 	4,828	 	Cash	 	NAP	 	0
	28	 	Natixis	 	Regent Portfolio	 	13,311	 	13,311	 	Cash	 	NAP	 	0
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	56,952	 	8,136	 	Cash	 	NAP	 	34,466
	30	 	SG	 	860 West Levoy Drive	 	0	 	0	 	NAP	 	NAP	 	0
	31	 	Natixis	 	Shilo Inn Newport	 	22,885	 	0	 	Cash	 	NAP	 	0
	32	 	SPREF	 	Manhattan Avenue	 	0	 	0	 	NAP	 	NAP	 	43,200
	33	 	BSP	 	Desert Glen	 	0	 	0	 	NAP	 	NAP	 	0
	34	 	Natixis	 	Comfort Suites Pineville	 	0	 	1,611	 	Cash	 	NAP	 	100,000
	35	 	BSP	 	Noble Creek Shops	 	10,733	 	2,147	 	Cash	 	NAP	 	0
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	0	 	0	 	NAP	 	NAP	 	0
	37	 	CCRE	 	Best Western Yuba City	 	20,167	 	1,833	 	Cash	 	NAP	 	7,044
	38	 	Natixis	 	Comfort Inn at Carowinds	 	2,409	 	2,409	 	Cash	 	NAP	 	0
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	4,844	 	1,615	 	Cash	 	NAP	 	0
	40	 	CCRE	 	Two Edison Lakes Office	 	3,422	 	570	 	Cash	 	NAP	 	0
	41	 	Natixis	 	21 North 1st Avenue	 	2,259	 	1,129	 	Cash	 	NAP	 	75,000
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	7,345	 	1,836	 	Cash	 	NAP	 	0
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	3,975	 	1,325	 	Cash	 	NAP	 	0


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Insurance Escrow (Initial)	 	Insurance Escrow (Monthly)	 	Insurance Escrow - Cash or LoC	 	Insurance Escrow - LoC Counterparty	 	Replacement Reserve (Initial)
	44	 	CCRE	 	Cape Cod Condominiums	 	13,908	 	2,782	 	Cash	 	NAP	 	0
	45	 	CCRE	 	534 Holland	 	1,289	 	644	 	Cash	 	NAP	 	0
	46	 	Natixis	 	288 Cornelia Street	 	3,305	 	330	 	Cash	 	NAP	 	0
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	13,905	 	0	 	Cash	 	NAP	 	0


 







    


     


    

 





	SGCMS 2016-C5	 	 
	MORTGAGE LOAN SCHEDULE	 	 
	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve (Monthly)
	1	 	SG	 	The Mall at Rockingham Park	 	0
	2	 	SG	 	85 Bluxome	 	1,184
	3	 	CCRE	 	26 Astor Place	 	360
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	5,051
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	62,944
	6	 	BSP	 	Renaissance Center	 	9,551
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	0
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	0
	9	 	BSP	 	South Pointe Apartments	 	0
	10	 	SPREF	 	East Lake Tower Corporate Center	 	3,017
	11	 	SPREF	 	Peachtree Mall	 	0
	12	 	CCRE	 	TEK Park	 	6,425
	13	 	Natixis	 	Seattle Area Portfolio	 	3,107
	13.01	 	Natixis	 	Camelia Apartments	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	8,664
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 
	14.02	 	Natixis	 	Nassau Square	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	0
	15.01	 	CCRE	 	300 Arboretum Place	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve (Monthly)
	15.44	 	CCRE	 	308 Harper Drive	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 
	16	 	SG	 	Berks County Industrial	 	6,715
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 
	17	 	SPREF	 	At Home Portfolio	 	0
	17.01	 	SPREF	 	15065 Creosote Road	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 
	18	 	SG	 	Maple Ridge Phase III	 	3,275
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	1/12 of 4.0% of prior year’s gross revenues
	19.01	 	Natixis	 	HIE Gulf Shores	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	1,860
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	21,594
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	25,314
	23	 	CCRE	 	Marriott Saddle Brook	 	47,779
	24	 	CCRE	 	100 Tournament Drive	 	1,931
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	23,324
	26	 	SG	 	Holiday Inn & Suites Ocala	 	14,285
	27	 	Natixis	 	Vancouver Center North Tower	 	1,505
	28	 	Natixis	 	Regent Portfolio	 	5,887
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 
	29	 	CCRE	 	3 Executive Campus	 	0
	30	 	SG	 	860 West Levoy Drive	 	0
	31	 	Natixis	 	Shilo Inn Newport	 	1/12 of 4.0% of prior year’s gross revenues
	32	 	SPREF	 	Manhattan Avenue	 	3,600
	33	 	BSP	 	Desert Glen	 	568
	34	 	Natixis	 	Comfort Suites Pineville	 	Monthly: greater of (i) 1/12 of 4.0% of prior year’s gross revenues or (ii) the amount of any deposit for capital reserves that is required under the Franchise Agreement on the first payment date and on each payment date thereafter through including the payment date occurring in June 2020; 

Monthly: greater of (i) 1/12 of 3.0% of prior year’s gross revenues or (ii) the amount of any deposit for capital reserves that is required under the Franchise Agreement on the payment date occurring in July 2020 and on each payment date thereafter during the remainder of the term
	35	 	BSP	 	Noble Creek Shops	 	1,247
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	0
	37	 	CCRE	 	Best Western Yuba City	 	1/12 4% of gross income
	38	 	Natixis	 	Comfort Inn at Carowinds	 	Monthly: Greater of i) 1/12 of 4.0% of prior year’s gross revenues or ii) the amount of any deposit for capital reserves that is required under the Franchise Agreement for the month in which such payment date occurs
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	5,772
	40	 	CCRE	 	Two Edison Lakes Office	 	681
	41	 	Natixis	 	21 North 1st Avenue	 	644
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	483
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 
	43	 	CCRE	 	47 NE 36th Street	 	62


  




    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve (Monthly)
	44	 	CCRE	 	Cape Cod Condominiums	 	1,975
	45	 	CCRE	 	534 Holland	 	1,833
	46	 	Natixis	 	288 Cornelia Street	 	145
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	199


  




    


     


    

 





	SGCMS 2016-C5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORTGAGE LOAN SCHEDULE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve Cap	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	TI/LC Reserve (Initial)	 	TI/LC Reserve (Monthly)	 	TI/LC Reserve Cap	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial)
	1	 	SG	 	The Mall at Rockingham Park	 	270,432	 	NAP	 	NAP	 	0	 	0	 	1,081,728	 	NAP	 	NAP	 	0
	2	 	SG	 	85 Bluxome	 	38,053	 	Cash	 	NAP	 	198,958	 	0	 	0	 	Cash	 	NAP	 	0
	3	 	CCRE	 	26 Astor Place	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	4	 	Natixis	 	Plaza Mexico – Los Angeles	 	0	 	Cash	 	NAP	 	0	 	33,672	 	1,212,192	 	Cash	 	NAP	 	0
	5	 	SG	 	Holiday Inn Express Nashville - Downtown 	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	6	 	BSP	 	Renaissance Center	 	0	 	Cash	 	NAP	 	5,500,000	 	59,693	 	6,500,000	 	Cash	 	NAP	 	0
	7	 	CCRE	 	AG Life Time Fitness Portfolio	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	7.01	 	CCRE	 	Life Time - Florham Park, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life Time - Westwood, MA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life Time - Vernon Hills, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life Time - Lakeville, MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life Time - Sterling, VA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life Time - Beachwood, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life Time - Dublin, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life Time - Ellisville, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life Time - Woodstock, GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	SG	 	3501 Corporate Parkway 	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	9	 	BSP	 	South Pointe Apartments	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	10	 	SPREF	 	East Lake Tower Corporate Center	 	108,597	 	Cash	 	NAP	 	0	 	11,312	 	1,085,969	 	Cash	 	NAP	 	0
	11	 	SPREF	 	Peachtree Mall	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	12	 	CCRE	 	TEK Park	 	0	 	Cash	 	NAP	 	1,540,000	 	0	 	1,500,000	 	Cash	 	NAP	 	0
	13	 	Natixis	 	Seattle Area Portfolio	 	111,861	 	Cash	 	NAP	 	250,000	 	7,873	 	283,416	 	Cash	 	NAP	 	0
	13.01	 	Natixis	 	Camelia Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty Centre	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot Plaza & Nassau Square	 	0	 	Cash	 	NAP	 	0	 	13,307	 	0	 	Cash	 	NAP	 	0
	14.01	 	Natixis	 	Sandalfoot Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau Square	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE Leased Fee Portfolio	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	15.01	 	CCRE	 	300 Arboretum Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100 West Laburnum Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501 Boulder View Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806 Paragon Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555 Croton Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781 Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880 Sadler Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025 Boulders Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511 Brittons Hill Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805 Lake Brook Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401 Fair Lakes Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812 Emerywood Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500 Enterprise Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910 Harvest Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325 Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1 Progress Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260 Butler Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307 Fellowship Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120 West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364 South Alston Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 







    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve Cap	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	TI/LC Reserve (Initial)	 	TI/LC Reserve (Monthly)	 	TI/LC Reserve Cap	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial)
	15.44	 	CCRE	 	308 Harper Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112 Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211 Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240 Dabney Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161 Gaither Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks County Industrial	 	0	 	Cash	 	NAP	 	200,000	 	13,431	 	0	 	Cash	 	NAP	 	0
	16.01	 	SG	 	100-900 Corporate Center Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10 Vanguard Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650 Lincoln Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At Home Portfolio	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	17.01	 	SPREF	 	15065 Creosote Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650 West Interstate 20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600 West Kelly Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244 South Reynolds Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642 South Walnut Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple Ridge Phase III	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	19	 	Natixis	 	Gulf Shores Hotel Portfolio	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	19.01	 	Natixis	 	HIE Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint Office Park	 	0	 	Cash	 	NAP	 	400,000	 	10,694	 	1,000,000	 	Cash	 	NAP	 	0
	21	 	BSP	 	Aloft Chesapeake & Fairfield Inn Williamsburg	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	21.01	 	BSP	 	Fairfield Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft Chesapeake	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence Inn by Marriott LAX 	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	23	 	CCRE	 	Marriott Saddle Brook	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	24	 	CCRE	 	100 Tournament Drive	 	0	 	Cash	 	NAP	 	700,000	 	14,481	 	0	 	Cash	 	NAP	 	0
	25	 	SG	 	Hilton Garden Inn - Houston Bush Airport	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	26	 	SG	 	Holiday Inn & Suites Ocala	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	27	 	Natixis	 	Vancouver Center North Tower	 	0	 	Cash	 	NAP	 	0	 	8,851	 	0	 	Cash	 	NAP	 	0
	28	 	Natixis	 	Regent Portfolio	 	0	 	Cash	 	NAP	 	0	 	29,436	 	1,059,705	 	Cash	 	NAP	 	0
	28.01	 	Natixis	 	HMOB - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB - New Brunswick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar Medical Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3 Executive Campus	 	0	 	Cash	 	NAP	 	3,112,330	 	35,890	 	0	 	Cash	 	NAP	 	0
	30	 	SG	 	860 West Levoy Drive	 	0	 	NAP	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	31	 	Natixis	 	Shilo Inn Newport	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	32	 	SPREF	 	Manhattan Avenue	 	43,200	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	33	 	BSP	 	Desert Glen	 	0	 	Cash	 	NAP	 	0	 	3,101	 	0	 	Cash	 	NAP	 	0
	34	 	Natixis	 	Comfort Suites Pineville	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	35	 	BSP	 	Noble Creek Shops	 	60,000	 	Cash	 	NAP	 	0	 	4,158	 	150,000	 	Cash	 	NAP	 	0
	36	 	BSP	 	Gold’s Gym - Richland, WA	 	0	 	NAP	 	NAP	 	150,000	 	9,460	 	0	 	Cash	 	NAP	 	0
	37	 	CCRE	 	Best Western Yuba City	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	38	 	Natixis	 	Comfort Inn at Carowinds	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	39	 	BSP	 	Holiday Inn Express & Suites Wauseon	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	40	 	CCRE	 	Two Edison Lakes Office	 	0	 	Cash	 	NAP	 	350,000	 	3,406	 	500,000	 	Cash	 	NAP	 	0
	41	 	Natixis	 	21 North 1st Avenue	 	0	 	Cash	 	NAP	 	0	 	2,148	 	154,644	 	Cash	 	NAP	 	0
	42	 	BSP	 	Tri-State Family Dollar Portfolio	 	0	 	Cash	 	NAP	 	0	 	1,288	 	0	 	Cash	 	NAP	 	0
	42.01	 	BSP	 	Family Dollar Paterson, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family Dollar Waterbury, CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47 NE 36th Street	 	0	 	Cash	 	NAP	 	0	 	308	 	0	 	Cash	 	NAP	 	0


 







    


     


    

 


SGCMS 2016-C5

MORTGAGE LOAN SCHEDULE


 


	Loan
Number	 	Mortgage Loan 
Seller	 	Property Name	 	Replacement Reserve Cap	 	Replacement Reserve Escrow - Cash or LoC	 	Replacement Reserve Escrow - LoC Counterparty	 	TI/LC Reserve (Initial)	 	TI/LC Reserve (Monthly)	 	TI/LC Reserve Cap	 	TI/LC Escrow - Cash or LoC	 	TI/LC Escrow - LoC Counterparty	 	Debt Service Escrow (Initial)
	44	 	CCRE	 	Cape Cod Condominiums	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	45	 	CCRE	 	534 Holland	 	0	 	Cash	 	NAP	 	0	 	1,833	 	0	 	Cash	 	NAP	 	0
	46	 	Natixis	 	288 Cornelia Street	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0
	47	 	Natixis	 	11600 Southwest Shilo Lane	 	0	 	Cash	 	NAP	 	0	 	0	 	0	 	NAP	 	NAP	 	0


 


 




    


     


    

 


 


 


 











	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Debt
    Service Escrow (Monthly)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description
	1	 	SG	 	The
    Mall at Rockingham Park	 	0	 	NAP	 	NAP	 	NAP
	2	 	SG	 	85
    Bluxome	 	0	 	NAP	 	NAP	 	Free
    Rent Reserve/Tenant Letter of Credit
	3	 	CCRE	 	26
    Astor Place	 	0	 	NAP	 	NAP	 	Common
    Charge Reserve
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	0	 	NAP	 	NAP	 	Free
    Rent Reserve
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	0	 	NAP	 	NAP	 	Ground
    Rent Reserve
	6	 	BSP	 	Renaissance
    Center	 	0	 	NAP	 	NAP	 	Unfunded
    Obligations Reserve
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	On
    each Payment Date occurring immediately after a Rent Payment Date, Borrower shall pay to Lender an amount equal to two (2)
    times the Monthly Debt Service Payment amount.	 	Cash	 	NAP	 	Life
    Time Fitness Reserve
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	0	 	NAP	 	NAP	 	Cash
    Collateral Reserve
	9	 	BSP	 	South
    Pointe Apartments	 	0	 	NAP	 	NAP	 	NAP
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	0	 	NAP	 	NAP	 	NAP
	11	 	SPREF	 	Peachtree
    Mall	 	0	 	NAP	 	NAP	 	NAP
	12	 	CCRE	 	TEK
    Park	 	0	 	NAP	 	NAP	 	FoxConn
    Rent Reserve
	13	 	Natixis	 	Seattle
    Area Portfolio	 	0	 	NAP	 	NAP	 	NAP
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	0	 	NAP	 	NAP	 	NAP
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	0	 	NAP	 	NAP	 	Major
    Tenant Reserve
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 	 	 	 	 


 




     


    	 



    

 


	SGCMS
    2016-C5 
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Debt
    Service Escrow (Monthly)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	0	 	NAP	 	NAP	 	NAP
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	0	 	NAP	 	NAP	 	NAP
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	0	 	NAP	 	NAP	 	NAP
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	0	 	NAP	 	NAP	 	Seasonal
    Reserve
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	0	 	NAP	 	NAP	 	Upfront
    Rollover Deposit
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	0	 	NAP	 	NAP	 	Seasonality
    Reserve
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	0	 	NAP	 	NAP	 	Ground
    Lease Reserve
	23	 	CCRE	 	Marriott
    Saddle Brook	 	0	 	NAP	 	NAP	 	PIP
    Reserve
	24	 	CCRE	 	100
    Tournament Drive	 	0	 	NAP	 	NAP	 	Partners
    Specialty Group TI Reserve
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	0	 	NAP	 	NAP	 	PIP
    Reserve
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	0	 	NAP	 	NAP	 	PIP
    Reserve
	27	 	Natixis	 	Vancouver
    Center North Tower	 	0	 	NAP	 	NAP	 	Outstanding
    TI/LC Reserve
	28	 	Natixis	 	Regent
    Portfolio	 	0	 	NAP	 	NAP	 	TI/LC
    Reserve; Rent Abatement Reserve
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	0	 	NAP	 	NAP	 	Free
    Rent Reserve
	30	 	SG	 	860
    West Levoy Drive	 	0	 	NAP	 	NAP	 	NAP
	31	 	Natixis	 	Shilo
    Inn Newport	 	0	 	NAP	 	NAP	 	Seasonality
    Reserve
	32	 	SPREF	 	Manhattan
    Avenue	 	0	 	NAP	 	NAP	 	NAP
	33	 	BSP	 	Desert
    Glen	 	0	 	NAP	 	NAP	 	NAP
	34	 	Natixis	 	Comfort
    Suites Pineville	 	0	 	NAP	 	NAP	 	NAP
	35	 	BSP	 	Noble
    Creek Shops	 	0	 	NAP	 	NAP	 	NAP
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	0	 	NAP	 	NAP	 	NAP
	37	 	CCRE	 	Best
    Western Yuba City	 	0	 	NAP	 	NAP	 	Franchise
    Agreement Fee Reserve/PIP Reserve
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	0	 	NAP	 	NAP	 	Seasonal
    Reserve
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	0	 	NAP	 	NAP	 	Seasonality
    Reserve
	40	 	CCRE	 	Two
    Edison Lakes Office	 	0	 	NAP	 	NAP	 	Key
    Tenant Rollover Reserve
	41	 	Natixis	 	21
    North 1st Avenue	 	0	 	NAP	 	NAP	 	NAP
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	0	 	NAP	 	NAP	 	NAP
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	0	 	NAP	 	NAP	 	Rent
    Concession Reserve


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Debt
    Service Escrow (Monthly)	 	Debt
    Service Escrow - Cash or LoC	 	Debt
    Service Escrow - LoC Counterparty	 	Other
    Escrow I Reserve Description
	44	 	CCRE	 	Cape
    Cod Condominiums	 	0	 	NAP	 	NAP	 	NAP
	45	 	CCRE	 	534
    Holland	 	0	 	NAP	 	NAP	 	NAP
	46	 	Natixis	 	288
    Cornelia Street	 	0	 	NAP	 	NAP	 	NAP
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	0	 	NAP	 	NAP	 	NAP





 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow I (Initial)
	1	 	SG	 	The
    Mall at Rockingham Park	 	 	0
	2	 	SG	 	85
    Bluxome	 	 	331,596/6,528,799
	3	 	CCRE	 	26
    Astor Place	 	 	0
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	 	744,439
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	 	74,789
	6	 	BSP	 	Renaissance
    Center	 	 	1,861,784
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	 	0
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	 	1,500,000
	9	 	BSP	 	South
    Pointe Apartments	 	 	0
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	 	0
	11	 	SPREF	 	Peachtree
    Mall	 	 	0
	12	 	CCRE	 	TEK
    Park	 	 	70,834
	13	 	Natixis	 	Seattle
    Area Portfolio	 	 	0
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	 	0
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	 	0
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow I (Initial)
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	 	0
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	 	0
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	 	0
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	 	250,000
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	 	439,915
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	 	0
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	 	0
	23	 	CCRE	 	Marriott
    Saddle Brook	 	 	1,000,000
	24	 	CCRE	 	100
    Tournament Drive	 	 	69,436
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	 	704,000
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	 	1,096,875
	27	 	Natixis	 	Vancouver
    Center North Tower	 	 	533,649
	28	 	Natixis	 	Regent
    Portfolio	 	 	TI/LC
    Reserve: Upfront: 665,950; Rent Abatement Reserve: Upfront: 252,711.25
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	 	100,000
	30	 	SG	 	860
    West Levoy Drive	 	 	0
	31	 	Natixis	 	Shilo
    Inn Newport	 	 	270,000
	32	 	SPREF	 	Manhattan
    Avenue	 	 	0
	33	 	BSP	 	Desert
    Glen	 	 	0
	34	 	Natixis	 	Comfort
    Suites Pineville	 	 	0
	35	 	BSP	 	Noble
    Creek Shops	 	 	0
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	 	0
	37	 	CCRE	 	Best
    Western Yuba City	 	 	41,154.18/159,200
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	 	0
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	 	40,000
	40	 	CCRE	 	Two
    Edison Lakes Office	 	 	130,220
	41	 	Natixis	 	21
    North 1st Avenue	 	 	0
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	 	0
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	 	15,682


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow I (Initial)
	44	 	CCRE	 	Cape
    Cod Condominiums	 	 	0
	45	 	CCRE	 	534
    Holland	 	 	0
	46	 	Natixis	 	288
    Cornelia Street	 	 	0
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	 	0


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow I (Monthly)	 	Other
    Escrow I Cap	 	Other
    Escrow I Escrow - Cash or LoC
	1	 	SG	 	The
    Mall at Rockingham Park	 	0	 	0	 	NAP
	2	 	SG	 	85
    Bluxome	 	0	 	0	 	Cash/LoC
	3	 	CCRE	 	26
    Astor Place	 	6,801	 	0	 	Cash
    
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	0	 	0	 	Cash
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	9,349	 	0	 	Cash
	6	 	BSP	 	Renaissance
    Center	 	0	 	0	 	Cash
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	0	 	0	 	NAP
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	0	 	0	 	Cash
	9	 	BSP	 	South
    Pointe Apartments	 	0	 	0	 	NAP
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	0	 	0	 	NAP
	11	 	SPREF	 	Peachtree
    Mall	 	0	 	0	 	NAP
	12	 	CCRE	 	TEK
    Park	 	0	 	0	 	Cash
	13	 	Natixis	 	Seattle
    Area Portfolio	 	0	 	0	 	NAP
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	0	 	0	 	NAP
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	0	 	0	 	NAP
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 	 	 


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow I (Monthly)	 	Other
    Escrow I Cap	 	Other
    Escrow I Escrow - Cash or LoC
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	0	 	0	 	NAP
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	0	 	0	 	NAP
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	0	 	0	 	NAP
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	0	 	0	 	Cash
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	0	 	0	 	Cash
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	On
    each payment date during the months of June to September, the borrower is required to deposit $107,500. Commencing in June
    2017, the monthly deposit amount will be revised in accordance with the conditions set forth in the loan documents.	 	0	 	Cash
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	33,333	 	0	 	Cash
	23	 	CCRE	 	Marriott
    Saddle Brook	 	0	 	0	 	Cash
	24	 	CCRE	 	100
    Tournament Drive	 	0	 	0	 	Cash
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	0	 	0	 	Cash
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	0	 	0	 	Cash
	27	 	Natixis	 	Vancouver
    Center North Tower	 	0	 	0	 	Cash
	28	 	Natixis	 	Regent
    Portfolio	 	0	 	0	 	Cash
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	0	 	0	 	Cash
	30	 	SG	 	860
    West Levoy Drive	 	0	 	0	 	NAP
	31	 	Natixis	 	Shilo
    Inn Newport	 	0	 	0	 	Cash
	32	 	SPREF	 	Manhattan
    Avenue	 	0	 	0	 	NAP
	33	 	BSP	 	Desert
    Glen	 	0	 	0	 	NAP
	34	 	Natixis	 	Comfort
    Suites Pineville	 	0	 	0	 	NAP
	35	 	BSP	 	Noble
    Creek Shops	 	0	 	0	 	NAP
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	0	 	0	 	NAP
	37	 	CCRE	 	Best
    Western Yuba City	 	1/12
    of the Annual Franchise Agreement Fee payable for the next 12 months/0	 	0	 	Cash
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	Monthly:
    $10,000 on each Payment Date occurring in June through August	 	0	 	Cash
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	0	 	40,000	 	Cash
	40	 	CCRE	 	Two
    Edison Lakes Office	 	0	 	0	 	Cash
	41	 	Natixis	 	21
    North 1st Avenue	 	0	 	0	 	NAP
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	0	 	0	 	NAP
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	0	 	0	 	Cash


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow I (Monthly)	 	Other
    Escrow I Cap	 	Other
    Escrow I Escrow - Cash or LoC
	44	 	CCRE	 	Cape
    Cod Condominiums	 	0	 	0	 	NAP
	45	 	CCRE	 	534
    Holland	 	0	 	0	 	NAP
	46	 	Natixis	 	288
    Cornelia Street	 	0	 	0	 	NAP
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	0	 	0	 	NAP


  




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description
	1	 	SG	 	The
    Mall at Rockingham Park	 	NAP	 	NAP
	2	 	SG	 	85
    Bluxome	 	Silicon
    Valley Bank	 	Landlord
    Delay Reserve/Tenant Concessions Reserve
	3	 	CCRE	 	26
    Astor Place	 	NAP	 	NAP
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	NAP	 	Planet
    Fitness TI/LC Reserve; Food 4 Less CAM Reserve; La Curacao CAM Reserve; Litigation Reserve; Proposed Construction Reserve;
    Earthquake Insurance Reserve
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	NAP	 	PIP
    Letter of Credit
	6	 	BSP	 	Renaissance
    Center	 	NAP	 	NAP
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	NAP	 	NAP
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	NAP	 	NAP
	9	 	BSP	 	South
    Pointe Apartments	 	NAP	 	NAP
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	NAP	 	NAP
	11	 	SPREF	 	Peachtree
    Mall	 	NAP	 	NAP
	12	 	CCRE	 	TEK
    Park	 	NAP	 	NAP
	13	 	Natixis	 	Seattle
    Area Portfolio	 	NAP	 	NAP
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	NAP	 	NAP
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	NAP	 	PLL
    Policy Escrow
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 


 


 




     


    	 



    




 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	NAP	 	NAP
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	NAP	 	NAP
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	NAP	 	NAP
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	NAP	 	HIE
    PIP Reserve
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	NAP	 	Free
    Rent Reserve
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	NAP	 	NAP
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	NAP	 	Earnout
    Reserve
	23	 	CCRE	 	Marriott
    Saddle Brook	 	NAP	 	Franchise
    Agreement Reserve
	24	 	CCRE	 	100
    Tournament Drive	 	NAP	 	NAP
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	NAP	 	NAP
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	NAP	 	NAP
	27	 	Natixis	 	Vancouver
    Center North Tower	 	NAP	 	NAP
	28	 	Natixis	 	Regent
    Portfolio	 	NAP	 	Common
    Charge Reserve
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	NAP	 	Tenant
    Reserve
	30	 	SG	 	860
    West Levoy Drive	 	NAP	 	NAP
	31	 	Natixis	 	Shilo
    Inn Newport	 	NAP	 	NAP
	32	 	SPREF	 	Manhattan
    Avenue	 	NAP	 	NAP
	33	 	BSP	 	Desert
    Glen	 	NAP	 	NAP
	34	 	Natixis	 	Comfort
    Suites Pineville	 	NAP	 	NAP
	35	 	BSP	 	Noble
    Creek Shops	 	NAP	 	NAP
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	NAP	 	NAP
	37	 	CCRE	 	Best
    Western Yuba City	 	NAP	 	Seasonality
    Reserve
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	NAP	 	NAP
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	NAP	 	NAP
	40	 	CCRE	 	Two
    Edison Lakes Office	 	NAP	 	NAP
	41	 	Natixis	 	21
    North 1st Avenue	 	NAP	 	NAP
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	NAP	 	NAP
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	NAP	 	NAP


 


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other  Escrow
    I - LoC Counterparty	 	Other
    Escrow II Reserve Description
	44	 	CCRE	 	Cape
    Cod Condominiums	 	NAP	 	NAP
	45	 	CCRE	 	534
    Holland	 	NAP	 	NAP
	46	 	Natixis	 	288
    Cornelia Street	 	NAP	 	NAP
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	NAP	 	NAP


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow II (Initial)
	1	 	SG	 	The
    Mall at Rockingham Park	 	0
	2	 	SG	 	85
    Bluxome	 	0/4,373,796
	3	 	CCRE	 	26
    Astor Place	 	0
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	Planet
    Fitness TI/LC Reserve: Upfront: $611,612.63; Food 4 Less CAM Reserve: Upfront: $88,068.18 ; La Curacao CAM Reserve: Upfront:
    $50,000; Litigation Reserve: Upfront: $56,250; Proposed Construction Reserve: Upfront: $69,998.75; Earthquake Insurance Reserve:
    Upfront: $150,000
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	5,309,000
	6	 	BSP	 	Renaissance
    Center	 	0
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	0
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	0
	9	 	BSP	 	South
    Pointe Apartments	 	0
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	0
	11	 	SPREF	 	Peachtree
    Mall	 	0
	12	 	CCRE	 	TEK
    Park	 	0
	13	 	Natixis	 	Seattle
    Area Portfolio	 	0
	13.01	 	Natixis	 	Camelia
    Apartments	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	0
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	0
	15.01	 	CCRE	 	300
    Arboretum Place	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 


 


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow II (Initial)
	15.44	 	CCRE	 	308
    Harper Drive	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 
	16	 	SG	 	Berks
    County Industrial	 	0
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	0
	17.01	 	SPREF	 	15065
    Creosote Road	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	0
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	890,000
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	22,930
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	0
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	5,500,000
	23	 	CCRE	 	Marriott
    Saddle Brook	 	0
	24	 	CCRE	 	100
    Tournament Drive	 	0
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	0
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	0
	27	 	Natixis	 	Vancouver
    Center North Tower	 	0
	28	 	Natixis	 	Regent
    Portfolio	 	37,944
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 
	29	 	CCRE	 	3
    Executive Campus	 	0
	30	 	SG	 	860
    West Levoy Drive	 	0
	31	 	Natixis	 	Shilo
    Inn Newport	 	0
	32	 	SPREF	 	Manhattan
    Avenue	 	0
	33	 	BSP	 	Desert
    Glen	 	0
	34	 	Natixis	 	Comfort
    Suites Pineville	 	0
	35	 	BSP	 	Noble
    Creek Shops	 	0
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	0
	37	 	CCRE	 	Best
    Western Yuba City	 	67,128
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	0
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	0
	40	 	CCRE	 	Two
    Edison Lakes Office	 	0
	41	 	Natixis	 	21
    North 1st Avenue	 	0
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	0
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	0


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Other
    Escrow II (Initial)
	44	 	CCRE	 	Cape
    Cod Condominiums	 	0
	45	 	CCRE	 	534
    Holland	 	0
	46	 	Natixis	 	288
    Cornelia Street	 	0
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	0





 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow II (Monthly)	 	Other
    Escrow II Cap	 	Other
    Escrow II Escrow - Cash or LoC	 	Other  Escrow
    II - LoC Counterparty	 	Holdback
	1	 	SG	 	The
    Mall at Rockingham Park	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	2	 	SG	 	85
    Bluxome	 	 	0	 	0	 	NAP/Cash	 	NAP	 	NAP
	3	 	CCRE	 	26
    Astor Place	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	 	0	 	0	 	Cash	 	NAP	 	NAP
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	 	0	 	0	 	LoC	 	City
    National Bank	 	NAP
	6	 	BSP	 	Renaissance
    Center	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 	 	 	 	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	9	 	BSP	 	South
    Pointe Apartments	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	11	 	SPREF	 	Peachtree
    Mall	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	12	 	CCRE	 	TEK
    Park	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	13	 	Natixis	 	Seattle
    Area Portfolio	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 	 	 	 	 	 	 	 


  




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow II (Monthly)	 	Other
    Escrow II Cap	 	Other
    Escrow II Escrow - Cash or LoC	 	Other  Escrow
    II - LoC Counterparty	 	Holdback
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	 	0	 	0	 	NAP	 	NAP	 	994,700
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	 	0	 	0	 	Cash	 	NAP	 	NAP
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	 	0	 	0	 	Cash	 	NAP	 	NAP
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	 	0	 	0	 	Cash	 	NAP	 	NAP
	23	 	CCRE	 	Marriott
    Saddle Brook	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	24	 	CCRE	 	100
    Tournament Drive	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	27	 	Natixis	 	Vancouver
    Center North Tower	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	28	 	Natixis	 	Regent
    Portfolio	 	 	Monthly
    amount of any common charges, association fees or dues or other recurring expenses, or any regular or special assessments,
    or any other fees or other charges due and payable by Borrower under the Condominium Declaration or any other Condominium
    Documents	 	0	 	Cash	 	NAP	 	NAP
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	30	 	SG	 	860
    West Levoy Drive	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	31	 	Natixis	 	Shilo
    Inn Newport	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	32	 	SPREF	 	Manhattan
    Avenue	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	33	 	BSP	 	Desert
    Glen	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	34	 	Natixis	 	Comfort
    Suites Pineville	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	35	 	BSP	 	Noble
    Creek Shops	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	37	 	CCRE	 	Best
    Western Yuba City	 	 	0	 	67,128	 	NAP	 	NAP	 	NAP
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	40	 	CCRE	 	Two
    Edison Lakes Office	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	41	 	Natixis	 	21
    North 1st Avenue	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	 	0	 	0	 	NAP	 	NAP	 	NAP


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	 	Other
    Escrow II (Monthly)	 	Other
    Escrow II Cap	 	Other
    Escrow II Escrow - Cash or LoC	 	Other Escrow
    II - LoC Counterparty	 	Holdback
	44	 	CCRE	 	Cape
    Cod Condominiums	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	45	 	CCRE	 	534
    Holland	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	46	 	Natixis	 	288
    Cornelia Street	 	 	0	 	0	 	NAP	 	NAP	 	NAP
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	 	0	 	0	 	NAP	 	NAP	 	NAP


 




     


    	 



    

 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox	 	Borrower
    Name
	1	 	SG	 	The
    Mall at Rockingham Park	 	 	 	 	 	Hard/Springing
    Cash Management	 	Mall
    at Rockingham, LLC
	2	 	SG	 	85
    Bluxome	 	Y	 	6,528,799	 	Hard/Springing
    Cash Management	 	85
    Bluxome Property Owner, LLC
	3	 	CCRE	 	26
    Astor Place	 	 	 	 	 	Hard/Upfront
    Cash Management	 	Astor
    Retail Associates, L.L.C.
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	 	 	 	 	Hard/Upfront
    Cash Management	 	Plamex
    Investment, LLC
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	Y	 	5,309,000	 	Hard/Springing
    Cash Management	 	Birchmont
    - H.I. Nashville, LLC
	6	 	BSP	 	Renaissance
    Center	 	 	 	 	 	Hard/Springing
    Cash Management	 	Ren
    Center Tampa LLC
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	 	 	 	 	Hard/Upfront
    Cash Management	 	AGNL
    Exercise, L.L.C.
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	 	 	 	 	Hard/Springing
    Cash Management	 	3501
    Owner LLC
	9	 	BSP	 	South
    Pointe Apartments	 	 	 	 	 	Soft/Springing
    Cash Management	 	Springhouse
    POE LLC
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	 	 	 	 	Hard/Upfront
    Cash Management	 	East
    Lake Towers Corporate Center Limited Partnership
	11	 	SPREF	 	Peachtree
    Mall	 	 	 	 	 	Hard/Springing
    Cash Management	 	Peachtree
    Mall L.L.C.
	12	 	CCRE	 	TEK
    Park	 	 	 	 	 	Hard/Springing
    Cash Management	 	Hamilton
    9999 Associates L.P.
	13	 	Natixis	 	Seattle
    Area Portfolio	 	 	 	 	 	Soft/Springing
    Cash Management	 	LBG
    Bainbridge LLC
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	 	 	 	 	Hard/Springing
    Cash Management	 	Sandalfoot
    Plaza Boca, LLC; Nassau Square, LLC
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	 	 	 	 	Hard/Upfront
    Cash Management	 	MAP
    Fee Owner LLC
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 	 	 	 	 





 




     


    	 



    




 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox	 	Borrower
    Name
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	 	 	 	 	Springing	 	CCP
    Berks, LLC
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	 	 	 	 	Hard/Upfront
    Cash Management	 	LCN
    ATH Gulfport (Multi) LLC
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	 	 	 	 	None	 	Maple
    Ridge 3, LLC
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	 	 	 	 	Hard/Springing
    Cash Management	 	Gulf
    Shores Hospitality, LLC; OM Investment Group, LLC
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	 	 	 	 	Hard/Springing
    Cash Management	 	Lakepoint
    Office Park, LLC
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	 	 	 	 	Hard/Springing
    Cash Management	 	GHP
    One, LLC; Devi HC, LLC
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	 	 	 	 	Hard/Springing
    Cash Management	 	SVI
    LAX, LLC
	23	 	CCRE	 	Marriott
    Saddle Brook	 	 	 	 	 	Hard/Springing
    Cash Management	 	CP
    Saddle Brook, LLC
	24	 	CCRE	 	100
    Tournament Drive	 	 	 	 	 	Springing	 	100
    Acquisitions LLC
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	 	 	 	 	Hard/Springing
    Cash Management	 	Houston-Hotel
    Partners, LLC; Houston Land Partners, LLC
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	 	 	 	 	Springing	 	MGM
    Hotels, L.L.C.
	27	 	Natixis	 	Vancouver
    Center North Tower	 	 	 	 	 	Hard/Springing
    Cash Management	 	Vandevco
    Office Tower LLC
	28	 	Natixis	 	Regent
    Portfolio	 	 	 	 	 	Hard/Upfront
    Cash Management	 	HMOB
    of Oradell Owner, LLC; HMOB of Carlstadt Owner, LLC; HMOB of Hackensack Office Owner, LLC; HMOB of Hackensack Warehouse Owner,
    LLC; HMOB of Mt. Kisco Owner, LLC; HMOB of New Brunswick Owner, LLC; HMOB of Roseland Owner, LLC;
HMOB of Jersey City Owner,
    LLC; HMOB of Wayne Owner, LLC; HMOB of Fair Lawn Owner, LLC; HMOB of Glen Rock Owner, LLC; HMOB of Miramar Owner, LLC; HMOB
    of Fair Lawn 15-01 Broadway Owner, LLC
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	 	 	 	 	Soft/Springing
    Cash Management	 	3
    ECCH Owner LLC
	30	 	SG	 	860
    West Levoy Drive	 	 	 	 	 	Hard/Springing
    Cash Management	 	UT16
    Taylorsville LLC
	31	 	Natixis	 	Shilo
    Inn Newport	 	 	 	 	 	Hard/Springing
    Cash Management	 	Shilo
    Inn, Newport, LLC
	32	 	SPREF	 	Manhattan
    Avenue	 	 	 	 	 	Hard/Upfront
    Cash Management	 	Manhattan
    Avenue Hotel LLC
	33	 	BSP	 	Desert
    Glen	 	 	 	 	 	Springing	 	Desert
    Glen 06 A, LLC
	34	 	Natixis	 	Comfort
    Suites Pineville	 	 	 	 	 	Hard/Springing
    Cash Management	 	Welcome
    Hotels of Pineville, Inc.
	35	 	BSP	 	Noble
    Creek Shops	 	 	 	 	 	Springing	 	Douglas
    Realty Group Noblesville, LLC
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	 	 	 	 	Hard/Springing
    Cash Management	 	Wornick
    Richland, LLC
	37	 	CCRE	 	Best
    Western Yuba City	 	 	 	 	 	Hard/Springing
    Cash Management	 	Sutter
    Hotel Group Delaware, LLC
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	 	 	 	 	Hard/Springing
    Cash Management	 	Welcome
    Hotels of Fort Mill, Inc.
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	 	 	 	 	Springing	 	AWT
    Hospitality LLC
	40	 	CCRE	 	Two
    Edison Lakes Office	 	 	 	 	 	Hard/Springing
    Cash Management	 	2Edison
    Lakes, LLC
	41	 	Natixis	 	21
    North 1st Avenue	 	 	 	 	 	Hard/Springing
    Cash Management	 	Elman
    Yakima Associates, LLC
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	 	 	 	 	Springing	 	550
    South Broad Developers Corp; 233 VH Paterson Developers Corp; 91 Cooke Street Developers Corp
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	 	 	 	 	Soft/Springing
    Cash Management	 	Fifteen
    Midtown Properties LLC


  




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Secured
    by LOC (Y/N)	 	LOC
    Amount	 	Type
    of Lockbox	 	Borrower
    Name
	44	 	CCRE	 	Cape
    Cod Condominiums	 	 	 	 	 	Springing	 	Cape
    Cod of OKC, L.L.C.
	45	 	CCRE	 	534
    Holland	 	 	 	 	 	Hard/Upfront
    Cash Management	 	534
    Holland Holdings I, LLC
	46	 	Natixis	 	288
    Cornelia Street	 	 	 	 	 	Hard/Springing
    Cash Management	 	Cornelia
    Plattsburg LLC
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	 	 	 	 	Hard/Springing
    Cash Management	 	Shilo
    Office Campus, LLC


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Sponsor	 	Master
    Servicing 

    Fee Rate
	1	 	SG	 	The
    Mall at Rockingham Park	 	Mayflower
    Realty LLC, Series B (Simon Property Group, L.P. and CCPIB); Institutional Mall Investors LLC	 	0.0050%
	2	 	SG	 	85
    Bluxome	 	Sepehr
    Sarshar; Kaveh Cyrus Sanandaji	 	0.0550%
	3	 	CCRE	 	26
    Astor Place	 	The
    Related Companies, L.P.	 	0.0250%
	4	 	Natixis	 	Plaza
    Mexico – Los Angeles	 	Min
    Chae; Donald Chae	 	0.0050%
	5	 	SG	 	Holiday
    Inn Express Nashville - Downtown 	 	James
    M. Lippman; Birchmont Capital Partners I, L.P.; JRK Property Holdings	 	0.0050%
	6	 	BSP	 	Renaissance
    Center	 	Dennis
    Troesh	 	0.0050%
	7	 	CCRE	 	AG
    Life Time Fitness Portfolio	 	AG
    Net Lease III Corp.; AG Net Lease III (SO) Corp.	 	0.0250%
	7.01	 	CCRE	 	Life
    Time - Florham Park, NJ	 	 	 	 
	7.02	 	CCRE	 	Life
    Time - Westwood, MA	 	 	 	 
	7.03	 	CCRE	 	Life
    Time - Vernon Hills, IL	 	 	 	 
	7.04	 	CCRE	 	Life
    Time - Lakeville, MN	 	 	 	 
	7.05	 	CCRE	 	Life
    Time - Sterling, VA	 	 	 	 
	7.06	 	CCRE	 	Life
    Time - Vestavia Hills, AL	 	 	 	 
	7.07	 	CCRE	 	Life
    Time - Beachwood, OH	 	 	 	 
	7.08	 	CCRE	 	Life
    Time - Dublin, OH	 	 	 	 
	7.09	 	CCRE	 	Life
    Time - Ellisville, MO	 	 	 	 
	7.10	 	CCRE	 	Life
    Time - Woodstock, GA	 	 	 	 
	8	 	SG	 	3501
    Corporate Parkway 	 	Pankaj
    Gupta; Vijaysinh Krishasinh Parmar	 	0.0250%
	9	 	BSP	 	South
    Pointe Apartments	 	Joseph
    G. Lubeck; Mitchell B. Robbins; Steven R. Robbins	 	0.0050%
	10	 	SPREF	 	East
    Lake Tower Corporate Center	 	Mark
    Weber	 	0.0050%
	11	 	SPREF	 	Peachtree
    Mall	 	General
    Growth Partners	 	0.0050%
	12	 	CCRE	 	TEK
    Park	 	Eli
    Sternbuch	 	0.0250%
	13	 	Natixis	 	Seattle
    Area Portfolio	 	Lord
    Baltimore Group, LTD.	 	0.0050%
	13.01	 	Natixis	 	Camelia
    Apartments	 	 	 	 
	13.02	 	Natixis	 	Hildebrand
    Village	 	 	 	 
	13.03	 	Natixis	 	Liberty
    Centre	 	 	 	 
	14	 	Natixis	 	Sandalfoot
    Plaza & Nassau Square	 	The
    Harry J. Brown, Jr. Revocable Trust Under Trust Agreement Dated July 19, 2004, As Amended.	 	0.0050%
	14.01	 	Natixis	 	Sandalfoot
    Plaza	 	 	 	 
	14.02	 	Natixis	 	Nassau
    Square	 	 	 	 
	15	 	CCRE	 	OZRE
    Leased Fee Portfolio	 	Och-Ziff
    Real Estate Fund III, L.P.; Och-Ziff Real Estate Parallel Fund III A, L.P.; Och-Ziff Real Estate Parallel Fund III B, L.P.;
    Och-Ziff Real Estate Parallel Fund III D, L.P.; Och-Ziff Real Estate Parallel Fund III E, L.P.	 	0.0250%
	15.01	 	CCRE	 	300
    Arboretum Place	 	 	 	 
	15.02	 	CCRE	 	700
    East Gate Drive	 	 	 	 
	15.03	 	CCRE	 	6802
    Paragon Place	 	 	 	 
	15.04	 	CCRE	 	6800
    Paragon Place	 	 	 	 
	15.05	 	CCRE	 	2100
    West Laburnum Avenue	 	 	 	 
	15.06	 	CCRE	 	7501
    Boulder View Drive	 	 	 	 
	15.07	 	CCRE	 	7300
    Beaufont Springs Drive	 	 	 	 
	15.08	 	CCRE	 	4870
    Sadler Road	 	 	 	 
	15.09	 	CCRE	 	12015
    Lee Jackson Memorial Highway	 	 	 	 
	15.10	 	CCRE	 	6806
    Paragon Place	 	 	 	 
	15.11	 	CCRE	 	925
    Harvest Drive	 	 	 	 
	15.12	 	CCRE	 	555
    Croton Road	 	 	 	 
	15.13	 	CCRE	 	980
    Harvest Drive	 	 	 	 
	15.14	 	CCRE	 	309
    Fellowship Road	 	 	 	 
	15.15	 	CCRE	 	11781
    Lee Jackson Memorial Highway	 	 	 	 
	15.16	 	CCRE	 	305
    Fellowship Road	 	 	 	 
	15.17	 	CCRE	 	701
    East Gate Drive	 	 	 	 
	15.18	 	CCRE	 	920
    Harvest Drive	 	 	 	 
	15.19	 	CCRE	 	4880
    Sadler Road	 	 	 	 
	15.20	 	CCRE	 	1025
    Boulders Parkway	 	 	 	 
	15.21	 	CCRE	 	2201
    Tomlynn Street	 	 	 	 
	15.22	 	CCRE	 	2240-2250
    Butler Pike	 	 	 	 
	15.23	 	CCRE	 	7401
    Beaufont Springs Drive	 	 	 	 
	15.24	 	CCRE	 	2511
    Brittons Hill Road	 	 	 	 
	15.25	 	CCRE	 	4805
    Lake Brook Drive	 	 	 	 
	15.26	 	CCRE	 	4401
    Fair Lakes Court	 	 	 	 
	15.27	 	CCRE	 	2812
    Emerywood Parkway	 	 	 	 
	15.28	 	CCRE	 	9100
    Arboretum Parkway	 	 	 	 
	15.29	 	CCRE	 	500
    Enterprise Road	 	 	 	 
	15.30	 	CCRE	 	303
    Fellowship Road	 	 	 	 
	15.31	 	CCRE	 	9011
    Arboretum Parkway	 	 	 	 
	15.32	 	CCRE	 	910
    Harvest Drive	 	 	 	 
	15.33	 	CCRE	 	7325
    Beaufont Springs Drive	 	 	 	 
	15.34	 	CCRE	 	1
    Progress Drive	 	 	 	 
	15.35	 	CCRE	 	2260
    Butler Pike	 	 	 	 
	15.36	 	CCRE	 	140
    West Germantown Pike	 	 	 	 
	15.37	 	CCRE	 	307
    Fellowship Road	 	 	 	 
	15.38	 	CCRE	 	9210
    Arboretum Parkway	 	 	 	 
	15.39	 	CCRE	 	2221
    Dabney Road	 	 	 	 
	15.40	 	CCRE	 	9200
    Arboretum Parkway	 	 	 	 
	15.41	 	CCRE	 	815
    East Gate Drive	 	 	 	 
	15.42	 	CCRE	 	120
    West Germantown Pike	 	 	 	 
	15.43	 	CCRE	 	4364
    South Alston Avenue	 	 	 	 


  




     


    	 



    




 


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Sponsor	 	Master
    Servicing 

    Fee Rate
	15.44	 	CCRE	 	308
    Harper Drive	 	 	 	 
	15.45	 	CCRE	 	2251
    Dabney Road	 	 	 	 
	15.46	 	CCRE	 	2212
    Tomlynn Street	 	 	 	 
	15.47	 	CCRE	 	2256
    Dabney Road	 	 	 	 
	15.48	 	CCRE	 	2246
    Dabney Road	 	 	 	 
	15.49	 	CCRE	 	2244
    Dabney Road	 	 	 	 
	15.50	 	CCRE	 	2130
    Tomlynn Street	 	 	 	 
	15.51	 	CCRE	 	2161
    Tomlynn Street	 	 	 	 
	15.52	 	CCRE	 	2248
    Dabney Road	 	 	 	 
	15.53	 	CCRE	 	2112
    Tomlynn Street	 	 	 	 
	15.54	 	CCRE	 	2277
    Dabney Road	 	 	 	 
	15.55	 	CCRE	 	9211
    Arboretum Parkway	 	 	 	 
	15.56	 	CCRE	 	2240
    Dabney Road	 	 	 	 
	15.57	 	CCRE	 	817
    East Gate Drive	 	 	 	 
	15.58	 	CCRE	 	161
    Gaither Drive	 	 	 	 
	16	 	SG	 	Berks
    County Industrial	 	Thomas
    B Shell	 	0.0150%
	16.01	 	SG	 	100-900
    Corporate Center Drive	 	 	 	 
	16.02	 	SG	 	10
    Vanguard Drive	 	 	 	 
	16.03	 	SG	 	650
    Lincoln Road	 	 	 	 
	17	 	SPREF	 	At
    Home Portfolio	 	LCN
    Capital Partners	 	0.0250%
	17.01	 	SPREF	 	15065
    Creosote Road	 	 	 	 
	17.02	 	SPREF	 	2650
    West Interstate 20	 	 	 	 
	17.03	 	SPREF	 	1600
    West Kelly Avenue	 	 	 	 
	17.04	 	SPREF	 	2244
    South Reynolds Road	 	 	 	 
	17.05	 	SPREF	 	642
    South Walnut Avenue	 	 	 	 
	18	 	SG	 	Maple
    Ridge Phase III	 	Brad
    Nichols; Jennifer Wise; Scott Wise; Sterling Nichols	 	0.0350%
	19	 	Natixis	 	Gulf
    Shores Hotel Portfolio	 	Virendra
    Patel	 	0.0050%
	19.01	 	Natixis	 	HIE
    Gulf Shores	 	 	 	 
	19.02	 	Natixis	 	Microtel
    Gulf Shores	 	 	 	 
	20	 	SPREF	 	Lakepoint
    Office Park	 	Jonathan
    Berns; Edward Schwartz	 	0.0050%
	21	 	BSP	 	Aloft
    Chesapeake & Fairfield Inn Williamsburg	 	Malay
    H. Thakkar; Neel D. Desai	 	0.0050%
	21.01	 	BSP	 	Fairfield
    Inn Williamsburg	 	 	 	 
	21.02	 	BSP	 	Aloft
    Chesapeake	 	 	 	 
	22	 	CCRE	 	Residence
    Inn by Marriott LAX 	 	Robert
    A. Alter	 	0.0250%
	23	 	CCRE	 	Marriott
    Saddle Brook	 	Columbia
    Sussex Corporation	 	0.0250%
	24	 	CCRE	 	100
    Tournament Drive	 	Ephraim
    Hasenfeld	 	0.0250%
	25	 	SG	 	Hilton
    Garden Inn - Houston Bush Airport	 	Charles
    Rotkin; Sean Leoni	 	0.0050%
	26	 	SG	 	Holiday
    Inn & Suites Ocala	 	Digvijay
    Gaekwad	 	0.0050%
	27	 	Natixis	 	Vancouver
    Center North Tower	 	Ahmed
    Saeed Mohamed Albadi Aldaheri	 	0.0050%
	28	 	Natixis	 	Regent
    Portfolio	 	John
    H. Hajjar	 	0.0050%
	28.01	 	Natixis	 	HMOB
    - Mount Kisco	 	 	 	 
	28.02	 	Natixis	 	Hajjar
    MOB - Jersey City	 	 	 	 
	28.03	 	Natixis	 	Hajjar
    MOB - Glen Rock	 	 	 	 
	28.04	 	Natixis	 	Hajjar
    MOB - Wayne	 	 	 	 
	28.05	 	Natixis	 	Hajjar
    MOB - Carlstadt	 	 	 	 
	28.06	 	Natixis	 	Hajjar
    MOB - Oradell	 	 	 	 
	28.07	 	Natixis	 	HMOB
    - New Brunswick	 	 	 	 
	28.08	 	Natixis	 	Hajjar
    MOB - Roseland	 	 	 	 
	28.09	 	Natixis	 	Hajjar
    MOB - Fair Lawn	 	 	 	 
	28.10	 	Natixis	 	Miramar
    Medical Building	 	 	 	 
	28.11	 	Natixis	 	Hajjar
    Business Holdings - Fair Lawn	 	 	 	 
	28.12	 	Natixis	 	Hajjar
    MOB - Hackensack	 	 	 	 
	28.13	 	Natixis	 	Hajjar
    Warehouse - Hackensack	 	 	 	 
	29	 	CCRE	 	3
    Executive Campus	 	David
    Ekstein	 	0.0250%
	30	 	SG	 	860
    West Levoy Drive	 	Gladstone
    Commercial Corporation	 	0.0150%
	31	 	Natixis	 	Shilo
    Inn Newport	 	Mark
    S. Hemstreet	 	0.0050%
	32	 	SPREF	 	Manhattan
    Avenue	 	Gal
    Sela	 	0.0050%
	33	 	BSP	 	Desert
    Glen	 	Alan
    C. Fox	 	0.0050%
	34	 	Natixis	 	Comfort
    Suites Pineville	 	Hiren
    Viroja; Kunal H. Dave	 	0.0050%
	35	 	BSP	 	Noble
    Creek Shops	 	Brian
    D. McAuley aka B. Douglas McAuley	 	0.0050%
	36	 	BSP	 	Gold’s
    Gym - Richland, WA	 	Jonathan
    Wornick	 	 
	37	 	CCRE	 	Best
    Western Yuba City	 	Sutter
    Hotel Group, LLC	 	0.0250%
	38	 	Natixis	 	Comfort
    Inn at Carowinds	 	Hardik
    Viroja; Kunal H. Dave	 	0.0050%
	39	 	BSP	 	Holiday
    Inn Express & Suites Wauseon	 	Waqar
    Tajuddin	 	0.0050%
	40	 	CCRE	 	Two
    Edison Lakes Office	 	Ryan
    C.  Rans	 	0.0250%
	41	 	Natixis	 	21
    North 1st Avenue	 	Lee
    M. Elman	 	0.0050%
	42	 	BSP	 	Tri-State
    Family Dollar Portfolio	 	Dmitrii
    Volkov (aka Dmitry Volkov, and/or Dmitriy Volkov)	 	0.0050%
	42.01	 	BSP	 	Family
    Dollar Paterson, NJ	 	 	 	 
	42.02	 	BSP	 	Family
    Dollar Waterbury, CT	 	 	 	 
	42.03	 	BSP	 	Family
    Dollar Elizabeth, NJ	 	 	 	 
	43	 	CCRE	 	47
    NE 36th Street	 	Mark
    Sanders	 	0.0250%


 




     


    	 



    

  


	SGCMS
    2016-C5
	MORTGAGE
    LOAN SCHEDULE
	 	 	 	 	 	 	 	 	 
	Loan
    
Number	 	Mortgage
    Loan
Seller	 	Property
    Name	 	Sponsor	 	Master
    Servicing 

    Fee Rate
	44	 	CCRE	 	Cape
    Cod Condominiums	 	BWL
    Investments, L.L.C.	 	0.0250%
	45	 	CCRE	 	534
    Holland	 	Chester
    Balder	 	0.0725%
	46	 	Natixis	 	288
    Cornelia Street	 	Thomas
    Masaschi; Jason Teller	 	0.0050%
	47	 	Natixis	 	11600
    Southwest Shilo Lane	 	Mark
    S. Hemstreet	 	0.0050%


  




     


    	 



    

EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association 


			as Certificate Registrar



Wells Fargo Center 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust Services
– SG Commercial Mortgage Securities Trust 2016-C5


			[OR OTHER CERTIFICATE REGISTRAR]



 


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: James Barnard


 


		Re:	Transfer of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.             Check one of the following:*


 


		☐	The Purchaser
is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor” within
the meaning of Rule 501(a)(1),



 





 



 


* Purchaser must select one of the following
two certifications.


 






     Exhibit C-1


     

    

 


	 	 	 (2), (3)
or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities
Act”) or any entity in which all of the equity owners are “accredited investors” within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited Investor”) and has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s
or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one
or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.              The Purchaser’s intention
is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other
transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale in connection with,
any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited Investors, subject
in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof,
(x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that
such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar
of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred by it
in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates) have
not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


 


3.             The Purchaser has reviewed
the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.             The Purchaser acknowledges
that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered or qualified under
the Securities


 



     Exhibit C-2


     

    

 


Act or the securities laws of any State or any other jurisdiction, and that the Certificates cannot be reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


5.             The Purchaser hereby undertakes
to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate or
Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto.
This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present and future.


 


6.             The Purchaser will not
sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 


7.             Check one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below)
and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect
to distributions to be made on the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS
Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates
and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected
to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
[IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor
IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States


 





 



 


** Each Purchaser must include one of
the two alternative certifications.


 


*** Does not apply to a transfer of
Class R Certificates.



 



     Exhibit C-3


     

    

 


federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.          Please make all payments
due on the Certificates:****


 


		☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



  


Bank:_________________________________________________


ABA #:________________________________________________ 


Account #:_____________________________________________ 


Attention:______________________________________________          


  


		☐	(b)	by mailing a check or draft to the following address:




______________________________________________________          

______________________________________________________          

______________________________________________________          

   


9.          If the Purchaser is purchasing
a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for U.S. federal income
tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts or other pass-through
entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:


 


 



 


****Only to be filled out by Purchasers
of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only
available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable,
of at least U.S. $5,000,000.


 




     Exhibit C-4


     

    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar 


Wells Fargo Center 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust Services
(CMBS) – 


SG Commercial Mortgage Securities
Trust 2016-C5


			[OR OTHER CERTIFICATE REGISTRAR]



 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of July 1, 2016, by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer



 





	STATE OF	)	 
	 	)          ss.:	 
	COUNTY OF	)	 


  


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.             I am a [______] of [______]
(the “Purchaser”), on behalf of which I have the authority
to make this affidavit.


 


2.            The Purchaser is acquiring
Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each,
a “REMIC”) designated as the (i) “Lower-Tier
REMIC” and (ii) “Upper-Tier REMIC”,
respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code
of 1986 (the “Code”).


 


3.            The Purchaser is not a
“Disqualified Organization” (as defined below), and
that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the
transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is


 



     Exhibit D-1-1


     

    

 


any of the following: (i) the United States, any State or political subdivision thereof, any possession
of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency
or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined
in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v)
an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated by the
Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator
(at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person
having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed
under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms “United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor provisions.


 


4.             The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for
the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.             The Purchaser is a Permitted
Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


 


6.             No purpose of the acquisition
of the Class R Certificates is to impede the assessment or collection of tax.


 


7.             The Purchaser will not
cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the Purchaser or any other person.


 


8.             Check the applicable paragraph:


 


☐            The present value of the
anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


 


(i)            the present value of any
consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)           the present value of
the expected future distributions on such Class R Certificate; and


 



     Exhibit D-1-2


     

    




 


(iii)          the present value of
the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser
has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Purchaser.


 


☐            The transfer of the Class
R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)            the Purchaser is an “eligible
corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate
will only be taxed in the United States;


 


(ii)           at the time of the transfer,
and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for
financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          the Purchaser will transfer
the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations Section
1.860E-1(c)(5); and


 


(iv)          the Purchaser determined
the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited
to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Purchaser) that it has determined in good faith.


 


☐            None of the above.


 


9.             The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.           The Purchaser understands
that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.


 


11.           The Purchaser is aware
that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that


 



     Exhibit D-1-3


     

    

 


it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.           The Purchaser represents
that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted Transferee
and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.           The Purchaser consents
to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.           The Purchaser has reviewed
the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Class
R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.           The Purchaser consents
to the designation of the Certificate Administrator as the agent of the “tax matters person” and “partnership
representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used but not
defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     Exhibit D-1-4


     

    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 
	 	NOTARY PUBLIC in and for the

State of _______________





 


[SEAL]


  





	My Commission expires:	 
	 	 
	 	 



  




     Exhibit D-1-5


     

    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar 


Wells Fargo Center 


Sixth Street and
Marquette Avenue 


Minneapolis, Minnesota
55479-0113 


Attention: Corporate Trust Services
(CMBS) – 


SG Commercial Mortgage Securities
Trust 2016-C5 


			[OR OTHER CERTIFICATE REGISTRAR]



 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)           No purpose of the Transferor
relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment
or collection of any tax.


 


(2)           The Transferor understands
that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


 


(3)           The Transferor has at
the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee
has historically paid its debts as they became due and has found no significant


 



     Exhibit D-2-1


     

    

 


evidence to indicate that the Transferee will not
continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     Exhibit D-2-2


     

    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


 





	Loan Information
	 
	 	Name of Mortgagor:	

         

	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

Loan No.:	
         

         

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	Address:	
        9062 Old Annapolis Road 

        

        

	 	 	Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 
	 	 	SG Commercial Mortgage Securities Trust
        2016-C5
	 	 	 
	 	Custodian/Trustee

Mortgage File No.:	
         

         

	 	 	 
	Depositor
	 
	 	Name:	SG Commercial Mortgage Securities, LLC
	 	 	 
	 	Address:	
        245 Park Avenue

        New York, New York 10167

        Attention: James Barnard
 

	 	 	 
	 	Certificates:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5


 


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of SG Commercial
Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of July 1, 2016, by and among SG Commercial Mortgage Securities, LLC,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as


 



     Exhibit E-1


     

    

 


Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


  

( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


  


The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)           The [Master Servicer]
[Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Pooling and Servicing Agreement.


 


(2)           The [Master Servicer]
[Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security
interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Pooling and Servicing Agreement.


 


(3)           The [Master Servicer]
[Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loans
have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)           The Documents and any
proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special Servicer]
shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the Documents
separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody or
control.


 





	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




     Exhibit E-2


     

    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,

as Certificate Administrator 


Wells Fargo Center 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust Services
(CMBS) – 


SG Commercial Mortgage Securities
Trust 2016-C5 



[OR
OTHER CERTIFICATE REGISTRAR]


 


SG Commercial Mortgage Securities, LLC

245 Park Avenue 


New York, New York 10167 


Attention: James Barnard


 


		Re:	Transfer of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate Balance] in the SG Commercial Mortgage Securities
Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Class [X-E][X-F][X-G][E][F][G] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.           
The Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the
Code, or any other plan subject to any federal, state or local law (“Similar Law”) which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on
behalf of or using the assets of any such Plan (including an


 



     Exhibit F-1-1


     

    

 


entity whose underlying assets include Plan assets by reason of
investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as
modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such insurance
company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE
95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute or result in a non-exempt
violation of applicable Similar Law).


 


2.           
The Purchaser understands
that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee
and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and
will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers,
the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial
Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




     Exhibit F-1-2


     

    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and class V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator 


Wells Fargo Center 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: Corporate Trust Services
(CMBS) – 


SG Commercial Mortgage Securities
Trust 2016-C5 


			[OR OTHER CERTIFICATE REGISTRAR]



  


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5, [Class R][Class V] Certificates (the “[Class R][Class V] Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class V] Certificate, the Purchaser is
not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or (b) any person acting on behalf of any such Plan
or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of


 



     Exhibit F-2-1


     

    

 


investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of
ERISA) to purchase such [Class R][Class V] Certificate.


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







Date: _______


 




     Exhibit F-2-2


     

    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus


 




     Exhibit G-1


     

    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR] having
an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5” (the “Assignee”),
having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee SGCMS 2016-C5, its successors
and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage and security
agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory
Note (the “Mortgage Note”), for each of the Mortgage
Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies,
certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral
arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together
with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument
and the Mortgage Note.


 


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     Exhibit H-1


     

    

 



EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*
 Select appropriate depository.





			



 






     Exhibit I-1


     


    

  


(1)         the
offer of the Certificates was not made to a person in the United States;


 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: SG Commercial
Mortgage Securities, LLC


 





 






 


**   Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 






     Exhibit I-2


     


    

 





EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,


as Certificate Registrar 





Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






     Exhibit J-1


     


    




 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:





 


Dated: ________


 


cc: SG Commercial Mortgage Securities, LLC





 


 



 


*     Insert one of these two provisions, which
come from the definition of “offshore transaction” in Regulation S.


 






     Exhibit J-2


     


    




 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS)


SG Commercial Mortgage
Securities Trust 2016-C5


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of





  


 






 


*     Select
appropriate depository.


 



     Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:








 


Dated: _______


 


cc: SG Commercial Mortgage Securities, LLC 


 



     Exhibit K-2


     


    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 





 



 


*     Select,
as applicable.


 



     Exhibit L-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	Dated:______________
	 	 	 
		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.





  



     Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5


 




		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


 





 



 





*     Select
appropriate depository. 


 






     Exhibit M-1


     


    

  


[(2)         at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)         the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:





 





Dated: ________


 


cc: SG Commercial Mortgage Securities, LLC


 





 






 


**     Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 



     Exhibit M-2


     


    




  


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5






 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 






     Exhibit N-1


     


    




 


[(2)        at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)        the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:





 


Dated: _______


 


cc: SG Commercial Mortgage Securities, LLC


 





 






 


*     Insert one
of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 



     Exhibit N-2


     


    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention: Corporate Trust
Services (CMBS) 


SG Commercial Mortgage Securities
Trust 2016-C5


 




		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by
and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 



     Exhibit O-1


     


    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers. 


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:





 


Dated: _______


 


cc: SG Commercial Mortgage Securities, LLC


 






     Exhibit O-2


     


    

   


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or


a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and
among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.             In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.             The
undersigned is not a Borrower Party.


 


5.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from 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


 



     Exhibit P-1A-1


     


    

 


written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


 



     Exhibit P-1A-2


     


    




  


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

        14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager

         
	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust Series 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	
        Park Bridge Lender
Services LLC 

        600 Third Avenue,
40th Floor 

        New York, New York
10016 

        Attention: SGCMS 2016-C5 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com) 
	 	
        Wells Fargo Bank,
National Association 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        SG Commercial Mortgage Securities Trust Series 2016-C5

         

	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: SGCMS 2016-C5	 	
        Rialto Capital Advisors,
LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah,
Adam Singer (SGCMS 2016-C5) 



 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5



 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and
among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The
undersigned has received a copy of the Prospectus.


 






     Exhibit P-1B-1


     


    




 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 






     Exhibit P-1B-2


     


    




 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






     Exhibit P-1B-3


     


    




 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or

 a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager


 


Re:     SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5


 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and
among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.            The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.            In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.            The undersigned
is a Borrower Party.


 


5.            The undersigned
is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration of the
disclosure to the undersigned of


 



     Exhibit P-1C-1


     


    

 


the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.            The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 



     Exhibit P-1C-2


     


    

 








EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]





	Wells Fargo Bank, National Association
 Commercial Mortgage Servicing
 MAC D1086-120, 550 South Tryon Street,

                                                                       14th Floor
 Charlotte, North Carolina 28202
 Attention: SGCMS 2016-C5 Asset Manager
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust Series 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue,
40th Floor 

        New York, New York 10016

        

        Attention: SGCMS 2016-C5 – Surveillance 

Manager (with
        a copy sent contemporaneously 

via email to

 cmbs.notices@parkbridgefinancial.com)

        
	
        Wells Fargo Bank, National
        Association

        

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        SG Commercial Mortgage Securities Trust

 Series 2016-C5

         

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: SGCMS 2016-C5	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah, Adam Singer
        (SGCMS 2016-C5)

         



 


Re:     SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5


 


In accordance with
the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and
among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 



     Exhibit P-1D-1


     


    

 





1.             The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.            The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.            The undersigned
has received a copy of the Prospectus.


 


4.            Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to
the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the
“Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date
that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a
Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or
would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.            The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.            The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 



     Exhibit P-1D-2


     


    

 








7.            To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.            The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


10.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 





BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 









     Exhibit P-1D-3


     


    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]





	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street,

 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust

 Series 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services
        LLC

        

        600 Third Avenue,
40th Floor 

        New York, New York 10016

        

        Attention: SGCMS 2016-C5 – Surveillance 

Manager (with
        a copy sent contemporaneously

 via email to 

cmbs.notices@parkbridgefinancial.com)

         
	
        Wells Fargo Bank, National
        Association

        

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        SG Commercial Mortgage Securities Trust

 Series 2016-C5

         

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: SGCMS 2016-C5	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah, Adam Singer
        (SGCMS 2016-C5)

        



 


Re:     SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5


 


THIS NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE SG COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-C5, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b)
OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.           The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 



     Exhibit P-1E-1


     


    

 





2.           The undersigned
has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.            As of the date
above, the undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees
hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate
Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Controlling
Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding

 Certificate Balance	Initial Certificate 

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 


4.            Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a


 



     Exhibit P-1E-2


     


    

 


beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.           The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.           The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.           To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.            The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.            The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.          The undersigned
is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement,
requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and
shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling
Class


 



     Exhibit P-1E-3


     


    

 


Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 


11.          The undersigned
agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers
and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph
2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.








	 	
	 	





[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]


	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


Dated: ______________


cc:  SG Commercial Mortgage Securities, LLC


 









     Exhibit P-1E-4


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date] 


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        SG Commercial Mortgage Securities Trust Series 2016-C5

        cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

         

	
        with a copy to:

         

        

        Wells Fargo Bank, National
        Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        

        Attention: SG Commercial Mortgage Securities Trust Series 2016-C5

         



		Re:	     SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.           The undersigned is [the Directing
Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.


 


2.           The undersigned has become a Borrower
Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling
Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.           The following USER IDs for CTSLink
are affiliated with the undersigned and access to any information on the Certificate Administrator’s Website with respect
to the SG


 



     Exhibit P-1F-1


     


    

 


Commercial Mortgage Securities Trust 2016-C5 securitization should be revoked as to such users:











	 	 

                                                            
	 
	 	 

                                                
	 
	 	 

                                                
	 
	 	 

                                                
	 
	 	 	 





 


4.            The undersigned acknowledges that
it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling
Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class
Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of
the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B
to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.








	 	
	 	





[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]


	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: SG Commercial Mortgage Securities, LLC


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 
	Name:
	Title:


 






     Exhibit P-1F-2


     


    

 








EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]





	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 

14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust Series 2016-C5

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	
        Park Bridge Lender Services LLC

        

        600 Third Avenue,
40th Floor 

        New York, New York 10016

        

        Attention: SGCMS 2016-C5 – Surveillance 

Manager (with
        a copy sent contemporaneously 

via email to

 cmbs.notices@parkbridgefinancial.com)

        
	
        Wells Fargo Bank, National
        Association

        

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        SG Commercial Mortgage Securities Trust 

Series 2016-C5

         

	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: SGCMS 2016-C5	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral 

Shah, Adam Singer
        (SGCMS 2016-C5)

        



 


Re:   SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5


 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.            The undersigned
has been appointed to act as the Directing Certificateholder.


 


2.            The undersigned
is not a Borrower Party.


 


3.            If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.            [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been


 



     Exhibit P-1G-1


     


    

 


delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 








	Dated:	 	 








cc: SG Commercial Mortgage Securities, LLC


 












     Exhibit P-1G-2


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services SGCMS 2016-C5


 


Attention:     SG
Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 ___________________________


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2016 (the
“Pooling and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 



     Exhibit P-2-1


     


    

 





Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 



     Exhibit P-2-2


     


    


 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Wells Fargo 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 SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of July 1, 2016 (the “Pooling and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC,
as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee
and the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect
to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






     Exhibit P-2-3


    	 



    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






     Exhibit P-2-4


    	 



    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

[E-mail: Jim.Barnard@sgcib.com]





 



     Exhibit P-2-5


    	 



    







 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services SGCMS 2016-C5


 


	Attention:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5___________________________



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2016 (the
“Pooling and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited or Thomson Reuters Corporation,
a market data provider that has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental
notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,



 






     Exhibit P-3-1


    	 



    

 





			liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 









     Exhibit P-3-2


    	 



    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final
proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  



     Exhibit Q-1


    	 



    




 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]


 


SG Commercial Mortgage Securities,
LLC

245 Park Avenue

New York, New York 10167

Attention: James Barnard


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295 


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller





Telecopy number: (305) 229-6425





Email: liat.heller@rialtocapital.com 


with a copy to: 


Attention: Jeff Krasnoff 


Telecopy number: (305) 229-6425 


Email: jeff.krasnoff@rialtocapital.com


 


with a copy to: 


Attention: Niral Shah 


Telecopy number: (305) 229-6425 


Email: niral.shah@rialtocapital.com


 


with a copy to: 


Attention: Adam Singer 


Telecopy number: (305) 229-6425


 



     Exhibit Q-2


    	 



    

 


Email: adam.singer@rialtocapital.com


  


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services SGCMS 2016-C5


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee SGCMS 2016-C5


  


RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


  


RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 



     Exhibit Q-3


    	 



    







 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SG Commercial Mortgage Securities Trust 2016-C5 Asset Manager

Telecopy Number: (704) 715-0036


 





 



 SPACE ABOVE THIS LINE FOR RECORDER’S USE





 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee SGCMS 2016-C5, as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as
of July 1, 2016 (the “Agreement”), by and among SG Commercial Mortgage Securities, LLC, as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and as
asset representations reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.            The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






     Exhibit R-1-1


    	 



    

 


2.            The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 


3.            The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.            The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.            The
completion of loan assumption agreements.


 


6.            The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.            The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.            The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.            The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






     Exhibit R-1-2


    	 



    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.         With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.         The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.         The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or



 






     Exhibit R-1-3


    	 



    

 





			condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.





 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or


 






     Exhibit R-1-4


    	 



    

 


 disbursements of any
kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of
Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wilmington Trust, National Association, as Trustee for SG Commercial Mortgage Securities Trust 2016-C5 has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________. 





	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee for SG Commercial Mortgage Securities Trust 2016-C5
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:



 


	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 



 






     Exhibit R-1-5


    	 



    

 





	STATE OF DELAWARE	)
	 	)       ss.:
	COUNTY OF	)


 





On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal. 





	 	 
	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 









     Exhibit R-1-6


    	 



    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY: 


 


[Rialto Capital Advisors, LLC





790 NW 107th Avenue, 4th Floor





Miami, Florida 33172





Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(SGCMS 2016-C5)]


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of July 1, 2016 (the “Agreement”) by and among SG
Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital
Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate
administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating
to the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, hereby
constitutes and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true
and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with
all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 12 below with respect to the Mortgage Loans and REO Properties; provided, however,
that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required
or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement. 


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to



 






     Exhibit R-2-1


    	 



    

 


			 conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.




 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;




 






     Exhibit R-2-2


    	 



    

 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;






 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.






 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 






     Exhibit R-2-3


    	 



    

 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



  


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



  


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,


 






     Exhibit R-2-4


    	 



    

 


for purposes of performing its obligations and duties by executing
such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the Special Servicer. 


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the
Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special
Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the
Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement. 


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The
foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state. 


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned. 


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for SG Commercial Mortgage Securities Trust 2016-C5, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________. 


	 	 	 
	 	Wilmington Trust, National Association, 
 as Trustee for SG Commercial Mortgage Securities Trust 2016-C5
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






     Exhibit R-2-5


    	 



    




 





	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 






     Exhibit R-2-6


    	 



    

 





	STATE OF DELAWARE	)
	 	)       ss.:
	COUNTY OF	)



 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal. 





	 	 
	Notary signature	 



 



     Exhibit R-2-7


    	 



    

 


EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS


 





	Loan	Companion Holder
	Plaza Mexico – Los Angeles Whole Loan	
        NOTE A-2, NOTE A-3, NOTE
        A-4, NOTE A-5 

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Real Estate Administration

        Email: USCIBSAFAssetManagementTeam@us.natixis.com

         

        with a copy to:

         

        Natixis North America LLC

        Office of the General Counsel

        1251 Avenue of the Americas

        New York, New York 10020

         

        for legal notices, with a copy to:

        legal.notices@us.natixis.com

	Holiday Inn Express Nashville – Downtown Whole Loan	
        NOTE A-1 AND NOTE A-3

         

        Société Générale

        245 Park Avenue

        New York, New York 10167

        Attention: Jim Barnard

         

        with a copy to:

         

        Société Générale

        245 Park Avenue, 11th Floor

        New York, New York 10167

        Attention: General Counsel

	Renaissance Center Whole Loan	
        NOTE A-1 AND NOTE A-2

         

        Benefit Street Partners CRE Finance
        LLC

        9 West 57th Street, Suite 4920

        New York, New York 10019

        Attention: Micah Goodman and
        Tiffany Putman

        



 






     Exhibit S-1


     

    

 


	 	with a copy to

                                                                                                                                                                   

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Jeffrey Rotblat, Esq.

	Peachtree Mall Whole Loan	
        NOTE A-2, NOTE A-3, NOTE
        A-4

         

        Silverpeak Real Estate Finance
        LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

         

        with a copy to:

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Jeffrey Rotblat, Esq.

	TEK Park Whole Loan	
        NOTE A-2

         

        UBS Securities LLC

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Henry Chung and Office
        of General Counsel

        with a copy to:

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Frank Polverino

        Facsimile No.: (212) 504 6666

         

        NOTE A-3

         

        Cantor Commercial Real Estate
        Lending, L.P.

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Legal Department

        Facsimile No.: (212) 610-3623

        E-Mail: legal@ccre.com

         

        with a copy to:

         

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street





 






     Exhibit S-2


     

    

 


	 	        New York, New York 10281

        Attention: Lisa Pauquette, Esq.

        Facsimile No.: (212) 504 6666

         

        with a copy to:

         

        Berkeley Point Capital LLC

        One Beacon Street, 14th Floor

        Boston, Massachusetts 02108

        Attention: Nancy Navarro, Vice
        President, Servicing Department

        Facsimile No.: (617) 275-7574

	Residence Inn by Marriott LAX Whole Loan	
        NOTE A-2, NOTE A-3

         

        Cantor Commercial Real Estate
        Lending, L.P.

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Legal Department

        Facsimile No.: (212) 610-3623

        E-Mail: legal@ccre.com

         

        with a copy to:

         

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Lisa Pauquette, Esq.

        Facsimile No.: (212) 504 6666

         

        with a copy to:

         

        Berkeley Point Capital LLC

        One Beacon Street, 14th Floor

        Boston, Massachusetts 02108

        Attention: Nancy Navarro, Vice
        President, Servicing Department

        Facsimile No.: (617) 275-7574

	Marriott Saddle Brook Whole Loan	
        NOTE A-2

         

        Cantor Commercial Real Estate
        Lending, L.P.

        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Legal Department

        Facsimile No.: (212) 610-3623

        E-Mail: legal@ccre.com

        



 






     Exhibit S-3


     

    

 


	 	with a copy to:

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Lisa Pauquette, Esq.

        Facsimile No.: (212) 504 6666

        with a copy to:

        Berkeley Point Capital LLC

        One Beacon Street, 14th Floor

        Boston, Massachusetts 02108

        Attention: Nancy Navarro, Vice
        President, Servicing Department

        Facsimile No.: (617) 275-7574

	At Home Portfolio Whole Loan	
        NOTE A-2

         

        Silverpeak Real Estate Finance
        LLC

        40 West 57th Street, 29th Floor

        New York, New York 10019

        Attention: Michael Schulte

         

        with a copy to:

        Cadwalader, Wickersham &
        Taft LLP

        200 Liberty Street

        New York, New York 10281

         

        Attention: Jeffrey Rotblat, Esq.

         






 






     Exhibit S-4


     

    

 


EXHIBIT T


 


FORM OF NOTICE FOR NON-SERVICED MORTGAGE
LOAN


 


[NON-SERVICED MASTER SERVICER]


[ADDRESS]


 


VIA EMAIL


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5,

Commercial Mortgage Pass-Through Certificates, Series 2016-C5



 


Ladies and Gentlemen:


 


[NON-SERVICED MASTER
SERVICER] acts as the master servicer (the “Non-Serviced Master Servicer”)
for the whole loan secured by the mortgaged property identified as [PROPERTY NAME] (the “Subject Whole Loan”)
under the pooling and servicing agreement or trust and servicing agreement relating to [TRANSACTION DESIGNATION] (the “Non-Serviced
PSA”). This is to inform you that Note [NOTE DESIGNATION] of the Subject Whole Loan (the “Subject Mortgage Loan”)
has been transferred to SG Commercial Mortgage Securities Trust 2016-C5 pursuant to that certain Pooling and Servicing Agreement,
dated July 1, 2016 (the “2016-C5 Pooling Agreement”)
by and among SG Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “2016-C5 Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “2016-C5 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2016-C5 Trustee”), and Park Bridge Lender Services LLC,
as operating advisor and as asset representations reviewer, and that the 2016-C5 Trustee is the holder of the Subject Mortgage
Loan.


 


The undersigned, as 2016-C5
Certificate Administrator, hereby directs you, in your capacity as the Non-Serviced Master Servicer of the Subject Whole Loan,
to remit to the 2016-C5 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may
be, to the 2016-C5 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2016-C5 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2016-C5 Pooling Agreement) under the 2016-C5 Pooling Agreement.


 


Thank you for your attention
to this matter.


 






     Exhibit T-1


     

    

 





Date:_________________________


 





 





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5
	 	 	 
		By:	 
	 	 	Name:

Title:


 






     Exhibit T-2


     

    

 




EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295



 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and among SG Commercial Mortgage Securities,
LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 

		Date:	_________, 20___



 

		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

         ____________________



 






     Exhibit U-1


     

    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)Notify you that
the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked
below:


 


____   a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____   a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)Certify that each
of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage
Loan or the defeasance transaction:


 


(i)         The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)        The
defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)        The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions
in its organizational documents substantially similar to those contained in the organization documents of the original Borrower
with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets
other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 






     Exhibit U-2


     

    

 


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)    The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)        The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in


 



     Exhibit U-3


     

    

 


the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)        Certify that Exhibit
B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and opinions
of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify that
the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.


 


(e)        Agree to provide
copies of all items listed in Exhibit B to you upon request.


 






     Exhibit U-4


     

    

 








IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Master Servicer
	 	 	 
		By:	 
	 	 	Name:

Title:


 






     Exhibit U-5


     

    

 








EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
July 1, 2016 (the “Pooling and Servicing Agreement”).

Transaction: SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Rialto Capital Advisors, LLC

Directing Certificateholder: [______]


 


		I.	Population of Mortgage
Loans that Were Considered in Compiling this Report


 

		1.	The Special Servicer
has notified the Operating Advisor that [n]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[n]
of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.



 


		b.	Asset Status Reports were issued with
respect to [n] of such
Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report
has been issued. The Asset Status Reports may not yet be fully implemented.




 

		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance
with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


 



 





1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.




 






     Exhibit V-1


     

    

 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status
Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special
Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction calculations and [LIST
OTHER REVIEWED INFORMATION] for the following [n]
Specially Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the Special
Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports
(including related net present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Loans
should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each
page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative
aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Certificateholder
or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations
is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions
of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 

		III.	Specific Items of Review


 

		1.	The Operating Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 

		2.	During the prior year,
the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to
the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally
included the following: [LIST].


 

		3.	Appraisal Reduction calculations
and net present value calculations:


 

		4.	The Operating Advisor
[received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the
corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with
any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of what course of
action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the Special
Servicer.


 






     Exhibit V-2


     

    

 

		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.


 

		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.


 

		5.	The following is a general
discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 

		6.	In addition to the other
information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].


 

		IV.	Qualifications Related
to the Work Product Undertaken and Opinions Related to this Report


 

		1.	The Operating Advisor
did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding
any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly.
As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction
with the Special Servicer, if any, in gathering the relevant information to generate this report.


 

		2.	The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 

		3.	Confidentiality and other
contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held
between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed in connection with
its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that
the Operating Advisor is given access to by the Special Servicer.


 

		4.	There are many tasks
that the Special Servicer undertakes on an on-going basis related to Specially Serviced Loans. These include, but are not limited
to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate
in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational
compliance with respect to those types of actions.


 

		5.	The Operating Advisor
is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address
such questions to the Certificate Administrator through the Certificate Administrator’s Website.


 






     Exhibit V-3


     

    

 

Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 






     Exhibit V-4


     

    


 


EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending

Replacement of Special Servicer 


 


Wilmington
Trust, National Association





as Trustee


1100 North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee SGCMS 2016-C5

Telecopy number: (302) 630-4140


 


Wells
Fargo Bank, National Association


as Certificate Administrator


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Corporate Trust Services (CMBS)

SG Commercial Mortgage Securities Trust 2016-C5

Telecopy Number: (410) 715-2380


 


Rialto
Capital Advisors, LLC 


as
Special Servicer 


790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172 


Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (SGCMS 2016-C5)


 


		Re:	SG
                                         Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-C5, Recommendation of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, on behalf of the holders of SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5 (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 






    Exhibit W-1 


     


    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________]
be appointed its successor in such capacity. 





	 	 	 
	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 






    Exhibit W-2 


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Rialto
Capital Advisors, LLC





790
NW 107th Avenue, 4th Floor 


Miami,
Florida 33172





Attention:
Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer (SGCMS 2016-C5)]


 


		Re:	Access
                                         to Certain Information Regarding SG Commercial Mortgage Securities Trust 2016-C5, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-C5



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
among the SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the
“Permitted Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure
of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement
or the related mortgage loan documents.


 


[Wells
Fargo/Rialto] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/Rialto] by third parties,
(b) may not have been verified by [Wells Fargo/Rialto], and (c) may be incomplete or contain inaccuracies. The Company agrees
that [Wells Fargo/Rialto], the [“Master


 


    Exhibit X-1 


     


    

 





[_____]
[__], 20[__]

Page 2







  


Servicer”/”Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/Rialto]’s failure or inability to provide
the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from [Wells Fargo/Rialto]; (b) information that is obtained by Company from a third person who, insofar as is known
to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to
[Wells Fargo/Rialto]; (c) information that is or becomes publicly available through no fault of Company; and (d) information that
is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/Rialto]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/Rialto]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo/Rialto] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo/Rialto] determines (in its sole discretion) that such termination is necessary for any reason, including its
determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo/Rialto] shall cease to provide the Company with Confidential Information if
[Wells Fargo/Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage
Loan documents and [Wells Fargo/Rialto] determines that the provision, notice or access to such Confidential Information would
violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Wells Fargo/Rialto]’s remedies hereunder, at law or at equity,
are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential


 






    Exhibit X-2 


     


    

  


[_____]
[__], 20[__]

Page 3




 


Information
to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if
such person or entity confirms such ownership interest or prospective ownership interest and provided that, prior to the
delivery of such Confidential Information, such persons shall have executed and delivered to the Company an agreement that is
substantially similar in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/Rialto] intends at all times to
comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/Rialto]’s rights or obligations under the Pooling and Servicing Agreement. This
letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall
be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    Exhibit X-3 


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.



	 	 	 
	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


	 	 	 
	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 





    Exhibit X-4 


     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION





 


I,
[identifying the certifying individual], the President and Chief Executive Officer of SG Commercial Mortgage Securities, LLC,
the depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the SG Commercial Mortgage
                                         Securities Trust 2016-C5 (the “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
(A) Wells Fargo, National Association, as Certificate Administrator, Master Servicer and Custodian, Rialto Capital Advisors, LLC,
as Special Servicer, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, (B) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Torchlight
Loan Services, LLC, as Non-Serviced Special Servicer, U.S. Bank National Association, as Non-Serviced Trustee, Non-Serviced Certificate
Administrator and Non-Serviced Custodian, in each case of The Mall at Rockingham Park Mortgage Loan, (C) Wells Fargo Bank, National
Association, as Non-Serviced Master Servicer, Non-Serviced Certificate Administrator and Non-Serviced Custodian,


 






    Exhibit Y-1 


     


    

 


Midland
Loan Services, a Division of PNC Bank, National Association, as Non-Serviced Special Servicer, Wilmington Trust, National Association,
as Non-Serviced Trustee, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor, in each case of the AG Life Time
Fitness Portfolio Mortgage Loan, (D) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors,
LLC, as Non-Serviced Special Servicer, U.S. Bank National Association, as Non-Serviced Trustee, Non-Serviced Certificate Administrator
and Non-Serviced Custodian, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor, in each case of the OZRE Leased
Fee Portfolio Mortgage Loan, (E) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Non-Serviced Certificate
Administrator and Non-Serviced Custodian, LNR Partners, LLC, as Non-Serviced Special Servicer, Wilmington Trust, National Association,
as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Operating Advisor, in each case of the Regent Portfolio
Mortgage Loan, (F) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non-Serviced
Special Servicer, U.S. Bank National Association, as Non-Serviced Trustee, Non-Serviced Certificate Administrator and Non-Serviced
Custodian, and Park Bridge Lender Services LLC, as Non-Serviced Operating Advisor, in each case of the 3 Executive Campus Mortgage
Loan and (G) [ADD PARTIES RELATED TO ANY OTHER NON-SERVICED MORTGAGE LOANS].


 


Date:_________________________  


 


	 	 
	President and Chief Executive Officer
 SG Commercial
    Mortgage Securities, LLC
 (Senior officer in charge of the securitization of the depositor)






  



    Exhibit Y-2 


     


    

 


EXHIBIT
Z-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), entered into by
SG Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, certifies to [_______], SG Commercial Mortgage Securities, LLC and its officers,
directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties
under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 






     Exhibit Z-1-1


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit Z-1-2


     


    

 


Exhibit
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
entered into by SG Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor
and as asset representations reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
                                         Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the
                                         Master Servicer to the Certificate Administrator for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer in the special servicer backup certificate delivered by the Special
                                         Servicer relating to the Relevant Period, the master servicing information contained
                                         in the Servicer Reports, taken as a whole, does not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect
                                         to the Master Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Master Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 






     Exhibit Z-3-1


     


    




 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn
dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with respect to
the completeness of information and reports, I do not certify anything other than that all fields of information called for in
written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank on
their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit Z-3-2


     


    

 


Exhibit
Z-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of RIALTO CAPITAL ADVISORS, LLC as Special Servicer under that certain
Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), entered into
by SG Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports (the “Special
                                         Servicer Reports”) required to be submitted by the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the Special Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required to be delivered under Article XI of the Pooling and Servicing
                                         Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect
                                         to the Special Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the



 






     Exhibit Z-3-3


     


    

 


			Special
                                         Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable
                                         them to conduct a review in compliance with the standards for attestation engagements
                                         issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit Z-3-4


     


    




 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of July 1, 2016 (the
“Pooling and Servicing Agreement”), entered into by SG Commercial Mortgage Securities, LLC, as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “Special Servicer”), the Trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, certifies to [______], SG Commercial Mortgage Securities, LLC
and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






     Exhibit Z-4-1


     


    

 


Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of July 1, 2016 (the “Pooling and Servicing
Agreement”), entered into by SG Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer
(the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services
LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Reports”) (such information provided by the Operating Advisor,
                                         collectively, the “Operating Advisor Periodic Information”) have been
                                         submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 






     Exhibit Z-5-1


     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	PARK BRIDGE LENDER
    SERVICES LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






     Exhibit Z-5-2


     


    


 


Exhibit Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of July 1, 2016
(the “Pooling and Servicing Agreement”), entered into by SG Commercial Mortgage Securities, LLC, as depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies
to [______], SG Commercial Mortgage Securities, LLC and its officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  






     Exhibit Z-6-1


     


    




 


Exhibit
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2016-C5 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [______] (the “Asset
Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated
as of July 1, 2016 (the “Pooling and Servicing Agreement”), entered into by SG Commercial Mortgage Securities,
LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on
behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the Asset
                                         Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 






     Exhibit Z-7-1


     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


	 	 	 
	 	park bridge lender
    services llc
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






     Exhibit Z-7-2


     


    

 



EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit AA shall not
be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the
Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a criterion that is
not encompassed by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing
Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


  





	Servicing
    Criteria 	applicable

    Servicing

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer

        Special
        Servicer

        Custodian
        (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
(as applicable)1

        Master
        Servicer

        Special
        Servicer








  








 






1
Only to the extent that the Trustee was required to make an Advance
pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 






    Exhibit AA-1


     

    




 





	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with 

respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         Master Servicer

        Special
        Servicer

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         Master Servicer

        Special
        Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
                                         Servicer

        Special
        Servicer




 






    Exhibit AA-2


     

    

  


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
                                         Servicer

        Special
        Servicer

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


  





At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit AA-3


     

    




  


EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of
such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master
Servicer or the Special Servicer is not the Master Servicer or Special Servicer, as the case may be. For this Series 2016-C5 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB. 







 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution
        and Pool Performance Information:

         

        ·    
        Item 1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution
        and Pool Performance Information:

         

        ·    
        Item 1121(a)(14) of Regulation AB

        ·    
        Item 1121(d) of Regulation AB

        ·    
        Item 1121(e) of Regulation AB

         
	
        ·    
        Certificate Administrator

         

        ·    
        Depositor

         

        ·    
        Asset Representations Reviewer

	
        Item 2: Legal Proceedings:

         

        ·    
        Item 1117 of Regulation AB (it being acknowledged that such Item 1117
	
        ·    
        Master Servicer (as to itself)

         

        ·    
Special Servicer (as to itself) 



 






    Exhibit BB-1


     

    




 


	requires disclosure only of proceedings described therein that are material to security holders)	
        ·    
        Certificate Administrator (as to itself)

         

        ·    
        Trustee (as to itself)

         

        ·    
        Depositor (as to itself)

         

        ·    
        Operating Advisor (as to itself)

         

        ·    
        Any other Reporting Servicer (as to itself)

         

        ·    
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ·    
        Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·    
        Originators under Item 1110 of Regulation AB

         

        ·    
        Party under Item 1100(d)(1) of Regulation AB

	
        Item 3: Sale of Securities
        and Use of Proceeds

         
	·     Depositor
	
        Item 4: Defaults Upon
        Senior Securities

         
	·     Certificate Administrator
	
        Item 5: Submission of Matters to a Vote of Security Holders

         
	·     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·    
        Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO 
	
        ·    
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·    
        Special Servicer (as to Specially Serviced Loans and REO Properties)



 






    Exhibit BB-2


     

    







 


	
        Property (as applicable), and quarterly and annual
        financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
        Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided,
        however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor
        Interest in the Securities:

         

        ·    
        Item 1124 of Regulation AB.

         
	·     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement
        Provider Information:

         

        ·    
        Item 1114(b)(2) and Item 1115(b) of Regulation AB

         
	·     Depositor
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·    
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party
        is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·    
        Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
        Reserve Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·    
        Master Servicer (with respect to the balance of the Collection Account as of the related



 






    Exhibit BB-3


     

    

 


	 	
        Distribution Date and the preceding Distribution
        Date)

        ·    
        Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ·    
        Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)
	 
	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)
	·     Depositor	 
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·    
        Certificate Administrator

        ·    
        Depositor

         

        provided that, in each case, that this shall
        in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in
        the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
        shall be the responsible party.
	 
	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote
        of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-
	·     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 


 






    Exhibit BB-4


     

    

 


	K), but only if the party that is the “Party Responsible”  with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 	 
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement.
	·     Depositor	 
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 	 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	·     Not Applicable.	 
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	·     Not Applicable.	 
	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.	 


 






    Exhibit BB-5


     

    

  


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or Special Servicer, as the case may be. For this Series 2016-C5 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


  


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         

         
	·     Depositor
	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  


 






    Exhibit CC-1


     

    

 


	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction J(2)(b)
        (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ·    
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was
        required to have been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable
        Master Servicer has not previously reported such information as “Additional Form 10-D Information”.

         
	·   
    The applicable Mortgage Loan Seller.

         

	Instruction J(2)(b)
        (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ·    
        Item 1112(b) of Regulation AB, but only to the extent that (i) such information was
        set forth in the Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated
        versions thereof as “Additional Form 10-D Information”.

         

	·   
    The Depositor



 






    Exhibit CC-2


     

    

 


	Instruction J(2)(b)
        (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ·    
        Item 1112(b) of Regulation AB; provided, however, that all of the
        following         conditions shall apply:

         

        (a) information
        shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b) the information
        to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related
        Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
        (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
        under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant
        obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and
        interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information
        shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

         
	·   
         Master Servicer (excluding information for which the Special Servicer is the “Party
        Responsible”)

         

        ·   
         Special Servicer (as to Specially Serviced Loans and REO Properties)
	 
	Instruction J(2)(c)
        (Significant Enhancement Provider Information):

         

        ·    
        Items 1114(b)(2) and 1115(b) of Regulation AB

         
	·   
Depositor	 


 






    Exhibit CC-3


     

    

 


	Instruction J(2)(d)
        (Legal Proceedings):

         

        ·    
        Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires
        disclosure only of proceedings described therein that are material to security holders)
	·    
        Master Servicer (as to itself)

         

        ·    
        Special Servicer (as to itself)

         

        ·    
        Certificate Administrator (as to itself)

         

        ·    
        Trustee (as to itself)

         

        ·    
        Depositor (as to itself)

         

        ·    
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to
        the Trust (whichever of them is in principal control of the proceedings)

         

        ·    
        Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·    
        Originators under Item 1110 of Regulation AB

         

        ·    
        Party under Item 1100(d)(1) of Regulation AB

	Instruction J(2)(e)
        (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation
        AB,

         

        but only the existence
        and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
        Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
        provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·   
        1119(b) of Regulation AB,
	·    
        Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the
        Trustee, Certificate Administrator, the Special Servicer or a sub-servicer retained by it meeting any of the descriptions
        in Item 1108(a)(3)).

        ·    
        Special Servicer

        ·    
        Certificate Administrator

        ·    
        Trustee

        ·   
         Each party (other than a Mortgage Loan Seller), if any, that is identified in the
        Prospectus as an “originator” of one or more Mortgage Loans, if the Prospectus specifically states that the
        applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the Prospectus (provided that such
        a party shall no longer constitute a “Party Responsible” under this item from and after the date (if any)
        when the Depositor notifies the parties to the Pooling and Servicing Agreement to the effect that such party no longer



 






    Exhibit CC-4


     

    

 


	 

        but only the existence
        and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding
        that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
        length transaction with an unrelated third party (apart from the Series 2016-C5 transaction) between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    
        1119(c) of Regulation AB,

         

        but only the existence
        and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving
        or related to the Series 2016-C5 transaction or the Mortgage Loans between itself (that is, the particular “Party
        Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if
	constitutes
        an originator of 10% or more of the assets of the Trust).

        ·    
        Each party (other than a Mortgage Loan Seller), if any, that is specifically identified
        as an “originator of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form
        10-K” in a written notice delivered to the parties to this Pooling and Servicing Agreement, which notice is delivered
        not later than February 15 of the year in which the Form 10-K is due.

        ·    
        Each party (if any) that is identified in the Prospectus as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party
        shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the
        Depositor notifies the parties to the Pooling and Servicing Agreement to the effect that such party no longer constitutes
        a material party for purposes of Regulation AB.

        ·   
         Each party (if any) that that is specifically identified as an “other material
        party to the securities or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or substantially
        similar phrasing) in a written notice delivered by the Depositor to the parties to this Pooling and Servicing Agreement,
        which notice is delivered not later than February 15 of the year in which the Form 10-K is due.



 






    Exhibit CC-5


     

    




 


	it
                                         was previously reported as “Additional Form 10-K Disclosure”. 

                                                                                 
	 
	Instruction J(2)(e)
        (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation
        AB,

         

        But only the existence
        and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”),
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    
        1119(b) of Regulation AB,

         

        but only the existence
        and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding
        that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
        length transaction with an unrelated third party (apart from the Series 2016-C5 transaction) between itself (that is,
        the particular “Party Responsible”), on the one hand, and any one or more of the parties listed under the
        preceding item as a “Party Responsible”, on the other; provided, however, that a relationship,
        agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the
        two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
        and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
        was
	·   
        The Depositor

        ·   
        Each Mortgage Loan Seller



 






    Exhibit CC-6


     

    

 


	previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    
        1119(c) of Regulation AB,

         

        but only the existence
        and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving
        or related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is, the particular “Party
        Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
        item as a “Party Responsible”, on the other; provided, however, that a relationship (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         
	 
	Item 15: Exhibits
        (no. 2):

         

        Plan of acquisition,
        reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·   
    Depositor
	Item 15: Exhibits
        (no. 3):

         

        Articles of incorporation
        and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	·   
    Depositor





 






    Exhibit CC-7


     

    

 


	Item 15: Exhibits
        (no. 4):

         

        With respect to
        instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	·    
        Trustee

        ·    
        Certificate Administrator

        ·    
        Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of
        this Pooling and Servicing Agreement

         

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	Item 15: Exhibits
        (no. 10):

         

        Material contracts
        (Exhibit No. 10 of Item 601 of Regulation S-K)
	·    
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
    case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the
    Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor
    or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused
    to have been executed on behalf of the Trust.	 
	Item 15: Exhibits
        (no. 11):

         

        Statement regarding
        computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	·    
        Not Applicable	 
	Item 15: Exhibits
        (no. 12):

         

        Statement regarding
        computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	·    
        Not Applicable.	 
	Item 15: Exhibits
        (no. 13):

         

        Annual report to
        security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation
        S-K)
	·    
        Not Applicable	 
	Item 15: Exhibits
        (no. 14):

         

        Code of Ethics (Exhibit
        No. 14 of Item 601 of Regulation S-K)
	·    
        Not Applicable.	 


 






    Exhibit CC-8


     

    




 


	Item 15: Exhibits
        (no. 16):

         

        Letter re change
        in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	·   
    Not Applicable	 
	Item 15: Exhibits
        (no. 18):

         

        Letter re change
        in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	·   
    Not Applicable.	 
	Item 15: Exhibits
        (no. 21):

         

        Subsidiaries of
        registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	·   
    Depositor.	 
	Item 15: Exhibits
        (no. 22):

         

        Published Report
        Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	·   
    Not Applicable.	 
	Item 15: Exhibits
        (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts
        and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement
        and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered
        pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	·   
    Depositor	 
	Item 15: Exhibits
        (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts
        and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered
        public accounting firm for purposes of any attestation report rendered with respect to the particular “Party Responsible”
        pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	·    
        Master Servicer

        ·    
        Special Servicer

        ·    
        Depositor

        ·    
        Any other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.
	 


 






    Exhibit CC-9


     

    




 


	Item 15: Exhibits
        (no. 24)

         

        Power of Attorney
        (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of
        any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	·   
     Certificate Administrator
	Item 15: Exhibits
        (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a)
        Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	·    
    Not Applicable
	Item 15: Exhibits
        (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d)
        Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	·    
    Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is
    governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item 15: Exhibits
        (no. 32)

         

        Section 1350 Certifications
        (Exhibit No. 32 of Item 601 of Regulation S-K).
	·    
    Not Applicable.
	Item 15: Exhibits
        (no. 33)

         

        Report on assessment
        of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10
    (and Section 11.07) of this Pooling and Servicing Agreement.
	Item 15: Exhibits
        (no. 34)

         

        Attestation report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
        S-K).
	·        Delivery of this exhibit (annual accountants’ attestation report) is governed by
    Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item 15: Exhibits
        (no. 35)

         

        Servicer compliance
        statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	·    
    Delivery of this exhibit (annual servicer compliance statements) is governed by Section
    11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item 15: Exhibit
        (no. 36)

         

        Certification For
        Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	·    
    Depositor


 






    Exhibit CC-10


     

    




 


	Item 15: Exhibits
        (no. 99)

         

        Additional exhibits
        (Exhibit No. 99 of Item 601 of Regulation S-K)
	·    
    Not Applicable.	 
	Item 15: Exhibits
        (no. 100)

         

        XBRL-Related Documents
        (Exhibit No. 100 of Item 601 of Regulation S-K).
	·    
    Not Applicable.	 
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during
    the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	·    
    Certificate Administrator, Depositor and Trustee, in each case only to the extent
    that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being
    acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under
    Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit
        (no. 101)

         

        Interactive Data
        File (Exhibit No. 101 of Item 601 of Regulation S-K).
	Not
    Applicable
	Item 15: Exhibit
        (no. 102)

         

        Asset Data File
        (Exhibit No. 102 of Item 601 of Regulation S-K).
	[Certificate Administrator]

        [Depositor]

	Item 15: Exhibit
        (no. 103)

         

        Asset Related Document
        (Exhibit No, 103 of Item 601 of Regulation S-K).
	[Certificate Administrator]

        [Depositor]



 






    Exhibit CC-11


     

    

  


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer
or Special Servicer, as the case may be. For this Series 2016-C5 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ·    
        Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing
        of material contracts to which the registrant or a subsidiary thereof is a party).

         

        ·    
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3
        to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material
        to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent
        of any amendment or definitive agreement 
	 


 






    Exhibit DD-1


     

    

 


	 	that
satisfies all the following conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more
Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to
which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate
Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·    
        Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·    
        Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03:  Bankruptcy or Receivership	·    
        Depositor	 
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·    
        Depositor

        ·    
        Certificate Administrator
	 


 






    Exhibit DD-2


     

    

 


	Item 3.03:  Material Modification to Rights of Security Holders	·    Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·    Depositor
	Item 6.01:  ABS Informational and Computational Material	·    Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·   
        Trustee

        ·   
        Depositor

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·   
        Certificate Administrator

        ·   
        Master Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·   
        Master Servicer (as to a party appointed by the Master Servicer)

        ·   
        Special Servicer

        ·   
        Certificate Administrator

        ·   
        Depositor

	Item 6.03:  Change in Credit Enhancement or External Support	
        ·   
        Depositor

        ·   
        Certificate Administrator

	Item 6.04:  Failure to Make a Required Distribution	·    Certificate Administrator
	Item 6.05:  Securities Act Updating Disclosure	·    Depositor
	Item 7.01:  Regulation FD Disclosure	·    Depositor
	Item 8.01:  Other Events	·    Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)
	·    Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the
	
        ·   
        Certificate Administrator

         

        provided that, in each case, that this shall
        in 



 






    Exhibit DD-3


     

    

 


	rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)	no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding
        non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No.
        16 of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17
        of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
        No. 20 of Item 601 of Regulation S-K)
	·    Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement.
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·    Certificate Administrator 
	Item 15:  Exhibits (no. 99)	·    Not Applicable.


 






    Exhibit DD-4


     

    

 


	
         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of
        Regulation S-K).
	·    Not Applicable.


  



    Exhibit DD-5


     

    





 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells Fargo Bank, National Association,
as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) (CMBS)

SG Commercial Mortgage Securities, LLC, Commercial Mortgage Pass-Through Certificates, Series 2016-C5—SEC REPORT PROCESSING


 



		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 



Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [               ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                    ], phone number: [                    ]; email address: [                    ].





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


cc: Depositor


 




    Exhibit EE-1


     

    

 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 



		1.	Berkeley Point Capital LLC
	 	 	 
	 	2.	CBRE Loan Services, Inc.
	 	 	 
	 	3.	Grandbridge Real Estate Capital LLC
	 	 	 
	 	4.	Holliday Fenoglio Fowler, L.P.
	 	 	 
	 	5. 	NRC Group, Inc.
	 	 	 
	 	6.	Prudential Asset Resources, Inc.
	 	 	 
	 	7.	Wells Fargo Bank, National Association



 



    Exhibit FF-1


     

    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	NRC Group, Inc.



 




    Exhibit GG-1


     

    
 

EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital Advisors, LLC, as Special
Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association, as Trustee]
(the “Certifying Servicer”), certify to SG Commercial Mortgage Securities, LLC and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on
                                         such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling
                                         and Servicing Agreement in all material respects during the Reporting
                                         Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following
                                         obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND
                                         THE NATURE AND STATUS THEREOF]].



 


	Date:	 



 



[WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer]

[RIALTO CAPITAL ADVISORS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 


	By:	 
		Name:

Title:



 




    Exhibit HH-1


     

    

 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


 



 


1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


    Exhibit II-1


     

    
 

[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    Exhibit II-2


     

    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 



Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.



900 7th Street, NW, Suite 820


Washington, DC 20001


Attn: Stephen M. Renna


 



or by wire transfer to:


 



Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 





    Exhibit JJ-1


     

    


 


EXHIBIT KK


 



Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com


 

Ref: SGCMS 2016-C5, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement


 



	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	SGCMS 2016-C5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	SGCMS 2016-C5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	SGCMS 2016-C5	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

        
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit KK-1


     

    

 


EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 



INSTRUCTIONS:



 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) SGCMS 2016-C5—SEC REPORT PROCESSING


Email: cts.sec.notifications@wellsfargo.com


 



		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”), by and among
SG Commercial Mortgage Securities, LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY

	
        Ending Balance as of 

        MM/DD/YYYY


	Master Servicer’s Collection Account	 	 
	REO Account	 	 


 


    Exhibit LL-1


     

    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                    ], phone number: [                    ]; email address: [                    ].


 


	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


cc: Depositor


 




    Exhibit LL-2


     

    

 

EXHIBIT MM


 


Form
of notice of purchase of 


controlling
class certificate


 


[Date]


 


Wells Fargo Bank, National Association


as
Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services SGCMS 2016-C5


 


Wells Fargo Bank, National Association


as
Master Servicer





Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager

Telecopy Number: (704) 715-0036


 


Rialto Capital Advisors, LLC


as
Special Servicer


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah, Adam Singer
(SGCMS 2016-C5)


 


Park Bridge Lender Services LLC


as
Operating Advisor


600 Third Avenue, 40th
Floor


New York, New York 10016

Attention: SGCMS 2016-C5 – Surveillance Manager

(with a copy sent contemporaneously via email to

cmbs.notices@parkbridgefinancial.com)


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of July 1, 2016, by and among SG Commercial Mortgage Securities, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer	



 






     Exhibit MM-1


     

    

 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


	 
	 
	 






 


Contact Info:
[Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and
post a “special notice” on your website to the following effect:



 


“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:








 






     Exhibit MM-2


     

    

 


EXHIBIT NN


 


FORM OF ASSET REVIEW
REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the ”Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report.


 


		1.	We have performed
                                         an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a failure of any Test] [evidence of [·]
                                         failure[s] of Test[s] as specifically detailed on the scorecard attached hereto as Exhibit
                                         A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.

 






     Exhibit NN-1


     

    

 


	 	PARK BRIDGE LENDER SERVICES
LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 


	 	By: 	 
	 	 	Name:
	 	 	Title:





 


 



     Exhibit NN-2


     

    

 








Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Loan #	Loan Name	Mortgage Loan Seller	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 



 






     Exhibit NN-3


     

    

 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the ”Asset Representations Reviewer”), has performed
an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby issuing the following Asset Review Report
Summary.


 


		1.	We have performed
                                         an Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a failure of any Test][ evidence of [·]
                                         failure[s] of Test[s] as specifically detailed on the summary scorecard attached hereto
                                         as Exhibit A] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test
failure shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material
Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition,
the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.


 






     Exhibit OO-1


     

    

 


	 	PARK BRIDGE LENDER SERVICES
LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
		By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member



 


		By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 


	 	By: 	 
	 	 	Name:
	 	 	Title:








 






     Exhibit OO-2


     

    

 





Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity
	 	 	 	 	 	 	 









     Exhibit OO-3


     

    

 


EXHIBIT PP


 


ASSET REVIEW PROCEDURES


 


Call for Review and Collection and Inventory
of Review Materials



 


	Step 1		Asset Representations Reviewer
(“ARR”) receives the following items before beginning its review:



 


		§	CREFC® Delinquent Mortgage Loan Status Report



 


		§	Notice of Asset Review Trigger (with attachments)



 


		§	Notice of Asset Review Vote Election



 


		§	Notice of Affirmative Asset Review Vote



 


		§	Asset Review Notice



 


		§	List of all Subject Loans



 


		§	Review Materials for each Subject Loan via Secure Data Room access, including



 


		·	Diligence File



 


		·	Any servicing comments



 


		·	Other related information from the related Special Servicer



 


		§	Any Unsolicited Information (if applicable)



 




Step 2For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the
Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents [provided
in the definition of “Mortgage File”] of this Agreement, any comparable lists included in the related Mortgage
Loan Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 






     Exhibit PP-1


     

    

 





	Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents and, within the
time periods specified in Section 12.01 of this Agreement, (i) notifies the related Master Servicer (with respect to Non-Specially
Serviced Loans) and the related Special Servicer (with respect to Specially Serviced Loans) of such missing documents, and request
that the related Master Servicer or the related Special Servicer, as the case may be, deliver to the ARR such missing document(s)
to the extent in its possession and (ii) in the event any missing documents are not provided by the related Master Servicer or
the related Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which
ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for
compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as
follows:



 


		§	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		§	For each representation and warranty, ARR lists



 


		·	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;



 


		·	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller; and



 


		o	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion;



 


		o	completing the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
herein with respect to each representation and warranty.



 






     Exhibit PP-2


     

    

 


·     ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty that
it discovers evidence of during its review as contemplated herein.


 


·     ARR
may contact the related Special Servicer and the related Master Servicer to discuss the performance and servicing history and related
record for all Subject Loans, including any analysis the related Special Servicer may have conducted with respect to the representations
and warranties made by the applicable Mortgage Loan Seller with respect to a Subject Loan.


 






     Exhibit PP-3


     

    

 








EXHIBIT QQ


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services - SGCMS 2016-C5





Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of July
1, 2016 (the “Pooling and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an authorized representative of [________________________].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 


 



     Exhibit QQ-1


     

    

 





		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


[SG Commercial Mortgage Securities,
LLC, as Depositor]*


 


	By:	 	 
		[Name]

[Title]	
 



 





 



 


*     Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



     Exhibit QQ-2


     

    

 





EXHIBIT RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF


DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: SGCMS 2016-C5 Asset Manager	
        Rialto Capital Advisors,
LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff
        Krasnoff, Niral Shah, Adam Singer (SGCMS 2016-C5)

         

	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue,
40th Floor

        New York, New York 10016

        Attention: SGCMS 2016-C5 – Surveillance Manager (with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	 
	 	 


		Attention:	SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “Pooling and Servicing Agreement”),
by and among SG Commercial Mortgage Securities, LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1._____
An additional Mortgage Loan has become a Delinquent Loan.


 


2._____
A Mortgage Loan has ceased to be a Delinquent Loan.


 


3._____An
Asset Review Trigger has ceased to exist.


 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






     Exhibit RR-1


     

    

 





 


	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the SG Commercial Mortgage Securities Trust 2016-C5, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5
	 	 	 
	 	By:	 
			[Name]

[Title]



 



     Exhibit RR-2


     

    

 





Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	The Mall at Rockingham Park



 


		2.	Plaza Mexico – Los Angeles



 


		3.	Holiday Inn Express Nashville – Downtown



 


		4.	Renaissance Center



 


		5.	AG Life Time Fitness Portfolio



 


		6.	East Lake Tower Corporate Center



 


		7.	Peachtree Mall



 


		8.	TEK Park



 


		9.	OZRE Leased Fee Portfolio



 


		10.	At Home Portfolio



 


		11.	Residence Inn by Marriott LAX



 


		12.	Marriott Saddle Brook



 


		13.	Regent Portfolio



 


		14.	3 Executive Campus



 






     Schedule 1-1


     

    







 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See Annex D to the Prospectus.


 






     Schedule 2-1


     

    







 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” 

Escrows or Reserves exceeding 10% of the
initial principal balance


 


	 	1. 	Holiday Inn Express Nashville - Downtown (until the Holiday Inn Express Nashville - Downtown
                           Companion Loan Securitization Date)
	 	 	 
	 	2.	South Pointe Apartments
	 	 	 
		3.	Residence Inn by Marriott LAX



 


		4.	85 Bluxome



 






     Schedule 3-1