Exhibit 4.4


 





execution
version


 





CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,

as Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Servicer,


 


TRIMONT REAL ESTATE ADVISORS, LLC,

as Special Servicer,


 


Wilmington
Trust, National Association,

as Trustee,


 


and


 


CITIBANK, N.A.,

as Certificate Administrator


 





 






 


TRUST AND SERVICING AGREEMENT


 


Dated as of February 6, 2016


 





 



 


225 Liberty Street Trust 2016-225L,

Commercial Mortgage Pass-Through Certificates, Series 2016-225L


 






    	 



    	 



    

 


TABLE OF CONTENTS


 








	 	 	Page
	 	 	 
	1.	DEFINITIONS	6
	 	 	 
	 	1.1	Definitions	6
	 	1.2	Interpretation	59
	 	1.3	Certain Calculations in Respect of the Trust Loan	59
	 	 	 	 
	2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	62
	 	 	 
	 	2.1	Creation and Declaration of Trust; Conveyance of the Trust Loan	62
	 	2.2	Acceptance by the Trustee	66
	 	2.3	Representations and Warranties of the Trustee	69
	 	2.4	Representations and Warranties of the Certificate Administrator	70
	 	2.5	Representations and Warranties of the Servicer	71
	 	2.6	Representations and Warranties of the Special Servicer	72
	 	2.7	Representations and Warranties of the Depositor	74
	 	2.8	Representations and Warranties Contained in the Trust Loan Purchase Agreement	75
	 	2.9	Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	77
	 	2.10	Miscellaneous REMIC Provisions	78
	 	 	 	 
	3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN	78
	 	 	 
	 	3.1	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	78
	 	3.2	Sub-Servicing Agreements	80
	 	3.3	Cash Management Accounts and Reserve Accounts	81
	 	3.4	Collection Account	82
	 	3.5	Distribution Account	87
	 	3.6	Foreclosed Property Account	89
	 	3.7	Appraisal Reductions	89
	 	3.8	Investment of Funds in the Collection Account and any Foreclosed Property Account	92
	 	3.9	Payment of Taxes, Assessments, etc	94
	 	3.10	Appointment of Special Servicer	94
	 	3.11	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	100
	 	3.12	Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property	102
	 	3.13	Trustee to Cooperate; Release of Items in Mortgage Loan File	105
	 	3.14	Title and Management of Foreclosed Property	105


 






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	 	3.15	Sale of Foreclosed Property	108
	 	3.16	Sale of the Mortgage Loan	109
	 	3.17	Servicing Compensation	113
	 	3.18	Reports to the Certificate Administrator; Account Statements	118
	 	3.19	[RESERVED]	119
	 	3.20	[RESERVED]	119
	 	3.21	Access to Certain Documentation Regarding the Mortgage Loan and Other Information	119
	 	3.22	Inspections	121
	 	3.23	Advances	121
	 	3.24	Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance	126
	 	3.25	Servicer and Special Servicer May Own Certificates	129
	 	3.26	Mezzanine Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Approved Mezzanine Lender and Companion Loan Holders	129
	 	3.27	Rating Agency Confirmation	131
	 	3.28	Approval of Annual Budget	133
	 	3.29	Cooperation with Asset Reviewer	133
	 	3.30	Compensating Interest Payments	134
	 	 	 	 
	4.	PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS	134
	 	 	 
	 	4.1	Distributions	134
	 	4.2	Withholding Tax	138
	 	4.3	Allocation and Distribution of Prepayment Fees	139
	 	4.4	Statements to Certificateholders	140
	 	4.5	Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	143
	 	 	 	 
	5.	THE CERTIFICATES	146
	 	 	 
	 	5.1	The Certificates	146
	 	5.2	Form and Registration	147
	 	5.3	Registration of Transfer and Exchange of Certificates	148
	 	5.4	Mutilated, Destroyed, Lost or Stolen Certificates	156
	 	5.5	Persons Deemed Owners	156
	 	5.6	Access to List of Certificateholders’ Names and Addresses; Special Notices	156
	 	5.7	Maintenance of Office or Agency	157
	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER	157
	 	 	 
	 	6.1	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	157
	 	6.2	Merger or Consolidation of the Servicer or the Special Servicer	157
	 	6.3	Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	158


 






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	 	6.4	Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	160
	 	6.5	Policies and Procedures	162
	 	6.6	Indemnification by the Servicer, the Special Servicer and the Depositor	162
	 	 	 	 
	7.	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES	163
	 	 	 
	 	7.1	Servicer Termination Events; Special Servicer Termination Events	163
	 	7.2	Trustee to Act; Appointment of Successor	170
	 	7.3	Notification to Certificateholders, the Depositor and the Rating Agencies	173
	 	7.4	Other Remedies of Trustee	173
	 	7.5	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	173
	 	7.6	Trustee as Maker of Advances	174
	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	174
	 	 	 
	 	8.1	Duties of the Trustee and the Certificate Administrator	174
	 	8.2	Certain Matters Affecting the Trustee and the Certificate Administrator	177
	 	8.3	Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	179
	 	8.4	Trustee and Certificate Administrator May Own Certificates	181
	 	8.5	Trustee’s and Certificate Administrator’s Fees and Expenses	181
	 	8.6	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	182
	 	8.7	Resignation and Removal of the Trustee or the Certificate Administrator	183
	 	8.8	Successor Trustee or Successor Certificate Administrator	185
	 	8.9	Merger or Consolidation of the Trustee or the Certificate Administrator	185
	 	8.10	Appointment of Co-Trustee or Separate Trustee	186
	 	8.11	Appointment of Authenticating Agent	187
	 	8.12	Trustee and Certificate Administrator Indemnification; Third-Party Claims	188
	 	8.13	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information.	189
	 	8.14	Access to Certain Information	190
	 	8.15	Appointment of Custodian	198
	 	 	 	 
	9.	CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE	199
	 	 	 
	 	9.1	Selection and Removal of the Controlling Class Representative	199
	 	9.2	Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders	201
	 	9.3	Consent to Various Actions; Rights and Powers of the Controlling Class Representative	201


 






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	 	9.4	Controlling Class Representative Contact with Servicer and Special Servicer	204
	 	 	 	 
	10.	TERMINATION	204
	 	 	 
	 	10.1	Termination	204
	 	10.2	Additional Termination Requirements	205
	 	10.3	Trusts Irrevocable	206
	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	206
	 	 	 
	 	11.1	Amendment	206
	 	11.2	Recordation of Agreement; Counterparts	209
	 	11.3	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	209
	 	11.4	Notices	210
	 	11.5	Notices to the Rating Agencies	215
	 	11.6	Severability of Provisions	215
	 	11.7	Limitation on Rights of Certificateholders	216
	 	11.8	Certificates Nonassessable and Fully Paid	216
	 	11.9	Reproduction of Documents	216
	 	11.10	No Partnership	217
	 	11.11	Actions of Certificateholders	217
	 	11.12	Successors and Assigns	217
	 	11.13	Acceptance by Authenticating Agent, Certificate Registrar	218
	 	11.14	Streit Act	218
	 	11.15	Assumption by Trust of Duties and Obligations of the Mortgage Lender Under the Mortgage Loan Documents	218
	 	11.16	Treatment as a Security Agreement	218
	 	 	 	 
	12.	REMIC ADMINISTRATION	219
	 	 	 
	 	12.1	REMIC Administration	219
	 	12.2	Foreclosed Property	222
	 	12.3	Prohibited Transactions and Activities	224
	 	12.4	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	225
	 	 	 	 
	13.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	225
	 	 	 
	 	13.1	Intent of the Parties; Reasonableness	225
	 	13.2	Succession; Sub-Servicers; Subcontractors	226
	 	13.3	Other Securitization Trust’s Filing Obligations	228
	 	13.4	Form 10-D Disclosure	228
	 	13.5	Form 10-K Disclosure	228
	 	13.6	Form 8-K Disclosure	229
	 	13.7	Annual Compliance Statements	230
	 	13.8	Annual Reports on Assessment of Compliance with Servicing Criteria	231


 






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	 	13.9	Annual Independent Public Accountants’ Servicing Report	232
	 	13.10	Significant Obligor	233
	 	13.11	Sarbanes-Oxley Backup Certification	234
	 	13.12	Indemnification	235
	 	13.13	Amendments	237
	 	13.14	Termination of the Certificate Administrator	238
	 	13.15	[RESERVED]	238
	 	13.16	Termination of Sub-Servicing Agreements	238
	 	13.17	Notification Requirements and Deliveries in Connection With	 
	 	 	Securitization of a Companion Loan	238


 


	EXHIBITS
	 	 
	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X Certificates
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class E Certificates
	Exhibit A-7	Form of Class F Certificates
	Exhibit A-8	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during
    Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit G-1	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit G-2	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit G-3	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit H-1	Form of Transferor Certification for Transfers of Definitive Certificates
	Exhibit H-2	Form of Investment Representation Letter for Transfers of Definitive Certificates
	Exhibit I-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as amended
	Exhibit I-2	Form of Transferor Letter for Transfer of Class R Certificates
	Exhibit J	Form of ERISA Representation Letter
	Exhibit K-1	Form of Investor Certification - Access to Information
	Exhibit K-2	Form of Investor Certification - Access Solely to Distribution Date Statements


  






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	Exhibit K-3	Form of Investor Certification - Voting and Other Rights
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N	Form of Online Market Data Provider Certification
	Exhibit O	Form of Distribution Date Statement
	Exhibit P-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit P-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit Q	Loan Seller Sub-Servicers
	Exhibit R	Additional Form 10-D Disclosure
	Exhibit S	Additional Form 10-K Disclosure
	Exhibit T	Form of Additional Disclosure Notification
	Exhibit U	Form 8-K Disclosure
	Exhibit V-1	Form of Certification to be Provided by the Certificate Administrator
	Exhibit V-2	Form of Certification to be Provided by the Servicer
	Exhibit V-3	Form of Certification to be Provided by the Special Servicer
	Exhibit V-4	Form of Certification to be Provided to Depositor by the Custodian
	Exhibit V-5	Form of Certification to be Provided to Depositor by the Trustee







 






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This Trust and Servicing
Agreement (“Agreement”), is dated as of February 6, 2016, among Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.


 


INTRODUCTORY STATEMENT


 


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


 


Reference is made to
that certain fixed rate loan in the original principal amount of $900,000,000 (the “Mortgage Loan”), evidenced
by the following promissory notes: (i) that certain Replacement, Third Amended and Restated Promissory Note A-1A dated February
22, 2016, in the original principal amount of $143,100,000, made by the Borrower (as hereinafter defined) in favor of Citigroup
Global Markets Realty Corp. (together with its successors in interest, “CGMRC”) (such promissory note, as the
same may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, “Note A-1A”); (ii) that certain Replacement, Second Amended and Restated Promissory Note A-1B
dated February 8, 2016, in the original principal amount of $97,200,000, made by the Borrower in favor of German American Capital
Corporation (together with its successors in interest, “GACC”) (such promissory note, as the same may hereafter
be further amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note
A-1B”); (iii) that certain Replacement, Second Amended and Restated Promissory Note A-1C dated February 8, 2016, in the
original principal amount of $97,200,000, made by the Borrower in favor of Wells Fargo Bank, National Association (together with
its successors in interest, “WFB”) (such promissory note, as the same may hereafter further be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1C”);
(iv) that certain Replacement, Amended and Restated Promissory Note A-1D dated February 22, 2016, in the original principal amount
of $40,500,000, made by the Borrower in favor of CGMRC (such promissory note, as the same may hereafter further be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1D”);
(v) that certain Replacement Promissory Note A-1E dated February 8, 2016, in the original principal amount of $40,500,000, made
by the Borrower in favor of GACC (such promissory note, as the same may hereafter further be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1E”); (vi) that certain Replacement
Promissory Note A-1F dated February 8, 2016, in the original principal amount of $40,500,000, made by the Borrower in favor of
WFB (such promissory note, as the same may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified, “Note A-1F”); (vii) that certain Replacement Promissory Note A-2A dated
February 8, 2016, in the original principal amount of $176,400,000, made by the Borrower in favor of CGMRC (such promissory note,
as the same may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split
or otherwise modified, “Note A-2A”); (viii) that certain Replacement Promissory Note A-2B dated February
8, 2016, in the original principal amount of $132,300,000, made by the Borrower in favor of GACC (such promissory


 






    	 



    	 



    

 


note,
as the same may hereafter be further amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split
or otherwise modified, “Note A-2B”); and (ix) that certain Replacement Promissory Note A-2C dated February
8, 2016, in the original principal amount of $132,300,000, made by the Borrower in favor of WFB (such promissory note, as the
same may hereafter be further amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, “Note A-2C”; and each of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E, Note A-1F, Note A-2A,
Note A-2B and Note A-2C, a “Note” and, together, the “Notes”). The Notes are secured by,
among other things, a first mortgage lien on the Borrower’s leasehold interest in the Property.


 


The Mortgage Loan was
originated by CGMRC, GACC and WFB pursuant to that certain Loan Agreement, dated as of January 22, 2016, as amended by that certain
Note Splitter Agreement and Amendment to Loan Agreement and Other Loan Documents, dated as of February 8, 2016, and that certain
Second Amendment to Loan Agreement and Other Loan Documents, dated February 22, 2016 (as previously so amended and as the same
may hereafter be further amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”),
by and between WFP Tower B Co. L.P., a New York limited partnership (collectively with its successors and permitted assigns in
such capacity under the Mortgage Loan Agreement and the other Loan Documents (as defined in the Mortgage Loan Agreement), the “Borrower”),
CGMRC, GACC and WFB. As of the Cut-off Date, the aggregate outstanding principal balance of the Mortgage Loan is $900,000,000.


 


Note A-1A, Note A-1B
and Note A-1C are each referred to herein as a “Senior Trust Note” and are collectively referred to herein as
the “Senior Trust Notes”. Note A-2A, Note A-2B and Note A-2C are each referred to herein as a “Junior
Trust Note” and are collectively referred to herein as the “Junior Trust Notes”. Note A-1A, Note A-1B,
Note A-1C, Note A-2A, Note A-2B and Note A-2C are each referred to herein as a “Trust Note” and are collectively
referred to herein as the “Trust Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred
to herein as the “Trust Loan”. The portion of the Trust Loan evidenced by the Senior Trust Notes is referred
to herein as the “Senior Portion”. The portion of the Trust Loan evidenced by the Junior Trust Notes is referred
to herein as the “Junior Portion”. Note A-1D, Note A-1E and Note A-1F are each referred to herein as a “Companion
Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the
Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are collectively
referred to herein as the “Companion Loans”. The Senior Trust Notes and the Companion Loan Notes are collectively
referred to herein as the “Senior Notes” and, each, as a “Senior Note”.


 


The Trust Loan was sold
and assigned by CGMRC, GACC and WFB to the Depositor pursuant to: (i) in the case of the portion of the Trust Loan evidenced
by Note A-1A and Note A-2A, that certain Trust Loan Purchase Agreement, dated as of February 6, 2016 (the “CGMRC
Trust Loan Purchase Agreement”), by and between CGMRC and the Depositor; (ii) in the case of the portion of the
Trust Loan evidenced by Note A-1B and Note A-2B, that certain Trust Loan Purchase Agreement, dated as of February 6, 2016
(the “GACC Trust Loan Purchase Agreement”), by and between GACC and the Depositor; and (iii) in the case
of the portion of the Trust Loan evidenced by Note A-1C and Note A-2C, that certain Trust Loan Purchase Agreement, dated as
of February 6, 2016 (the “WFB Trust Loan Purchase Agreement”), by and


 






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between
WFB and the Depositor. The CGMRC Trust Loan Purchase Agreement, the GACC Trust Loan Purchase Agreement and the WFB Trust Loan
Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the
“Trust Loan Purchase Agreements”.


 


The respective rights
and obligations of the holders of the Notes are governed by the terms and provisions of that certain Co-Lender Agreement dated
as of February 6, 2016 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Co-Lender
Agreement”), between CGMRC, as holder of Note A-1A, Note A-1D, and Note A-2A, GACC, as holder of Note A-1B, Note A-1E
and Note A-2B and WFB, as holder of Note A-1C, Note A-1F and Note A-2C.


 


As provided for herein,
the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for
federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC” and, each, a “REMIC”). The Class A, Class X, Class B, Class C,
Class D, Class E and Class F Certificates represent “regular interests” in the Upper-Tier REMIC. The Class LA,
Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests represent “regular interests”
in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests”
in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In exchange for the Trust
Loan, the Trust shall issue to the Depositor the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class R Certificates
(the “Certificates”), which Certificates in the aggregate will evidence the entire beneficial interest in the
Trust Fund.


 


The Trust Fund consists
principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage
and related Mortgage Loan Documents.


 


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


 






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UPPER-TIER REMIC


 


The Class A, Class X,
Class B, Class C, Class D, Class E and Class F Certificates shall evidence “regular interests” in the Upper-Tier REMIC
created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier
REMIC created hereunder, and will be evidenced by the Class R Certificates. The following table sets forth the class designation,
the pass-through rate (the “Pass-Through Rate”) and the aggregate initial Certificate Balance (the “Initial
Certificate Balance”) or Notional Balance (“Initial Notional Balance”), as applicable, for each Class
of Certificates (other than the Class R certificates) and the Class UT-R Interest, which comprise the interests in the Upper-Tier
REMIC created hereunder:


 


	
        Class
        Designation

	
        Initial
        Pass-Through Rate

	
        Initial
        Certificate Balance or

 Initial Notional Balance


	Class A	3.597%(1)	$293,623,000
	Class X	0.874%(2) 	$395,250,000(3)
	Class B	3.999%(1)	$43,877,000
	Class C	4.501%(1)	$57,750,000
	Class D	4.648%(4)	$171,703,000
	Class E	4.648%(4)	$120,023,000
	Class F	4.648%(4)	$91,524,000
	Class UT-R(5)	N/A(5)	N/A(5)



 

 


 



		(1)	For any Distribution Date, the Pass-Through Rate on each Class of the Class A, Class B and Class
C Certificates will be the related fixed per annum rate set forth above.



 


		(2)	Represents the initial Class X Pass-Through Rate. For any Distribution Date, the Class X Pass-Through
Rate will equal the excess, if any, of (a) the Adjusted Net Mortgage Rate for such Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class A, Class B and Class C Certificates (weighted on the basis of the respective Certificate
Balances of the Class A, Class B and Class C Certificates immediately prior to such Distribution Date).



 


		(3)	The Class X Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. The Notional Balance of the Class X Certificates will be equal to the aggregate Certificate Balances
of the Class A, Class B and Class C Certificates from time to time.



 


		(4)	Represents the initial related Pass-Through Rate. For any Distribution Date, the Pass-Through Rate
on each Class of the Class D, Class E and Class F Certificates will be a per annum rate equal to the Adjusted Net Mortgage
Rate for such Distribution Date.



 


		(5)	The Class UT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
Balance or Notional Balance, will not bear interest and will not be entitled to distributions of Prepayment Fees. Any Certificate
Available Funds remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been
made to each other Class of Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R
Certificates in respect of the Class UT-R Interest.



 






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LOWER-TIER REMIC


 


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


 


	
        Class
        Designation

	
        Pass-Through
        Rate

	
        Original
        Lower-Tier

        Principal Amount


	Class LA	(1)	$293,623,000
	Class LB	(1)	$43,877,000
	Class LC	(1)	$57,750,000
	Class LD	(1)	$171,703,000
	Class LE	(1)	$120,023,000
	Class LF	(1)	$91,524,000
	Class LT-R(2)	N/A	N/A


 

 


 



		(1)	The Pass-Through Rate on each of the Class LA, Class LB, Class LC, Class LD, Class LE and Class
LF Uncertificated Interests will at all times be a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution
Date.



 


		(2)	The Class LT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
Balance or Notional Balance, will not bear interest and will not be entitled to distributions of Prepayment Fees. Any Certificate
Available Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution
Amount will be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only
to the extent of the Certificate Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



 


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


 






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


 


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


 


		1.	DEFINITIONS



 


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


 


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


 


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially be located within
the Certificate Administrator’s Website (www.sf.citidirect.com), under the “NRSRO” tab on the page relating
to this transaction. Such website shall provide means of navigation for each Rating Agency and other NRSRO to the portion of the
Certificate Administrator’s Website available to each applicable type of Privileged Person.


 


“30/360 Basis”:
The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.


 


“Accelerated
Mezzanine Loan”: The Approved Mezzanine Loan, or any other mezzanine loan that may be secured by direct or indirect interests
in the Borrower, if such Approved Mezzanine Loan or other mezzanine loan either (i) has been accelerated (and such acceleration
has not been rescinded), or (ii) is the subject of foreclosure proceedings against the related collateral for such Approved Mezzanine
Loan or other mezzanine loan.


 


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrower shall maintain all
risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer
has determined, in its reasonable judgment in accordance with the Accepted Servicing Practices, that (i) such insurance is not
available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar
real properties located in or near the geographic region in which the subject Property is located (but only by reference to such
insurance that has been obtained by such owners at current market rates) or (ii) such insurance is not available at any rate. In
making this determination, the Special Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on the
opinion of an insurance consultant.


 


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


 


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


 






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


 


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


 


“Additional
Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after all payments pursuant
to Section 3.4(c)(v)), assumption fees, assumption application fees, defeasance fees, substitution fees, release fees,
Modification Fees, insufficient fund fees, Consent Fees, loan service transaction fees and similar fees and expenses to which the
Servicer and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such amounts)
in accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses
(subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed Property
Account and, to the extent interest is not payable to the Borrower, any Reserve Account pursuant to Section 3.8.


 


“Adjusted Net
Mortgage Rate” With respect to the Trust Loan (even if the Property becomes a Foreclosed Property) for any Distribution
Date, the annualized rate at which interest would have to accrue in respect of the Trust 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 (exclusive of Default Interest) in
respect of the Trust Loan at a per annum rate equal to the Net Mortgage Rate during the Mortgage Loan Interest Accrual Period
that ends in the calendar month in which such Distribution Date occurs; provided, that: (i) the Adjusted Net Mortgage Rate for
the Distribution Dates in January and February in any year which is not a leap year and in February in any year which is a leap
year (unless, in any such case, such Distribution Date is the final Distribution Date) will be determined based on the “aggregate
amount of interest actually accrued”, as referred to above in this sentence, being net of the related Withheld Amounts; (ii)
the Adjusted Net Mortgage Rate for the Distribution Date in March (or, if it is the Final Distribution Date, the Distribution Date
in February) of any year will be determined based on the “aggregate amount of interest actually accrued”, as referred
to above in this sentence, including any such Withheld Amounts (and, with respect to the Distribution Date in March 2016, the Initial
Interest Deposit); and (iii) in all cases, the Adjusted Net Mortgage Rate will be determined without regard to any modification,
waiver or amendment of the terms of the Trust Loan, whether agreed to by the Special Servicer or resulting from a bankruptcy, insolvency
or similar proceeding involving the Borrower or otherwise, and without regard to the Property becoming a Foreclosed Property.


 


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


 


“Administrative
Fee Rate”: The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the CREFC® Licensing
Fee Rate.


 


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


 






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“Advance Interest”:
Interest, compounded monthly, on the aggregate amount of Advances with respect to the Mortgage Loan and/or the Property at the
Advance Interest Rate.


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control
with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), the Borrower or the Depositor, as applicable, to determine whether any Person is an
Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Borrower or the Depositor.


 


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


 


“Annual Budget”:
Any annual budget furnished by the Borrower pursuant to Section 4.10.5 of the Mortgage Loan Agreement.


 


“Applicable
DBRS Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less, the short
term obligations of which are rated “R-1(high)” by DBRS (or, if not rated by DBRS, an equivalent rating by two other
NRSROs), (B) 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 “R-1(high)” by DBRS (or, if not rated by DBRS, an equivalent rating by two other NRSROs),
(C) in the case of such investments with maturities of six months or less, but more than three (3) months, the short term obligations
of which are rated “R-1(high)” by DBRS (or, if not rated by DBRS, an equivalent rating by two other NRSROs), (D) in
the case of such investments with maturities of 365 days or less, but more than six months, the short term obligations of which
are rated “R-1(high)” by DBRS and the long term obligations of which are rated “AAA” by DBRS (or, if not
rated by DBRS, an equivalent rating by two other NRSROs).


 


“Applicable
S&P Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less, the short
term obligations of which are rated “A-1+” by S&P or the long term obligations of which are rated at least “AA-”
by S&P, (B) 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 “A-1+” by S&P and the long term obligations of which are rated at least “AA-” by
S&P, (C) in the case of such investments with maturities of six months or less, but more than three (3) months, the short
term obligations of which are rated “A-1+” by S&P and the long term obligations of which are rated at least “AA-”
by S&P, (D) in the case of such investments with maturities of 365 days or less, but more than six months, the short term






 






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obligations of which are rated “A-1+” by S&P and the long term obligations of which are rated “AAA”
by S&P.


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied Realized
Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Principal Balance Certificates or the
Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest, as applicable, in respect of Realized Losses pursuant to
Section 4.1(h).


 


“Appraisal”:
With respect to the Property or Foreclosed Property, an appraisal of the Property or Foreclosed Property, as the case may be, conducted
by an Independent Appraiser in accordance with the standards of the Appraisal Institute by an Independent Appraiser and certified
by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice
of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of
the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided
that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial
Appraisal shall be considered an “Appraisal” hereunder for all purposes if such original appraisal was performed within
the previous 18 months. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation
using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal
capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that a “value”
or “appraised value” be used with respect to the Property or Foreclosed Property shall use the most recently determined
appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the
appraised value of the Property at origination). For purposes of determining an Appraisal Reduction Amount, the calculation of
the Appraised Value (as determined by an updated Appraisal) of the Property shall be determined on an “as-is” basis.


 


“Appraisal-Reduced
Class”: As defined in Section 3.7(f).


 


“Appraisal
Reduction Amount”: As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount equal
to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued
and unpaid interest on the Mortgage Loan, in each case at the related Mortgage Loan Interest Rate, (B) all unreimbursed Administrative
Advances and Property Protection Advances and all unpaid interest on all Advances at the Advance Interest Rate in respect of the
Trust Loan or the Property, (C) all currently due and unpaid real estate taxes and assessments and insurance premiums and all
other amounts, including, if applicable, ground rents, due and unpaid in respect of the Property (which taxes, premiums and other
amounts have not been the subject of an Advance) and (D) to the


 






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extent
not duplicative of amounts in clauses (B) or (C), all unpaid Trust Fund Expenses then due under the Mortgage
Loan Agreement, over (ii) the sum of 90% of the appraised value (as determined by an updated Appraisal) of the Property less
the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the related Mortgage Loan
Documents plus any escrows with respect to the Mortgage Loan, including for taxes, Insurance Premiums and ground rent.
The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Any resulting Appraisal
Reduction Amount with respect to the Mortgage Loan will be allocated first to the Junior Trust Notes on a pro rata and
pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal
balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu
basis (in accordance with the relative principal balance of such Senior Notes).


 


“Appraisal Reduction
Event”: The earliest of (i) 120 days after an uncured payment delinquency (other than a delinquency in respect
of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect
of the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within 120 days after the Maturity Date of
the Mortgage Loan (as evidenced by a written and binding refinancing commitment from an acceptable lender and reasonably satisfactory
in form and substance to the Servicer, and during any Control Period, the Controlling Class Representative, which provides that
such refinancing shall occur within 120 days after the Maturity Date), in which case 120 days after such uncured delinquency,
(iii) 60 days after a reduction in Monthly Interest Payments or a material adverse economic change with respect to the
terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the Mortgage
Loan (except for an extension within the time periods described in clause (ii) above), (v) 60 days after a receiver
has been appointed in respect of the Property securing the Mortgage Loan on behalf of the Trust or any other creditor, (vi) immediately
after the Borrower, Borrower Sponsor or Guarantor declares, or becomes the subject of, bankruptcy, insolvency or similar proceeding,
admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors unless such
action is dismissed within 45 days, or (vii) immediately after the Property becomes a Foreclosed Property.


 


“Approved Mezzanine
Lender”: As defined in the Mortgage Loan Agreement.


 


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


 


“Approved Mezzanine
Loan Borrower”: As defined in the Mortgage Loan Agreement.


 


“Asset Review”:
Any review of representations and warranties conducted by an Other Asset Representations Reviewer, as contemplated by Item 1101(m)
of Regulation AB.


 


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


 


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


 






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


 


“Assumed Monthly
Interest Payment”: With respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes
an REO Mortgage Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following, a delinquency in the
payment of the Balloon Payment, or for any Assumed Payment Date following the foreclosure, in whole or in part, of the Mortgage
Loan or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion
of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest that would have been due in respect
of the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed Payment Date) (or on each Payment Date (or
Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Trustee
of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan) if the Trust
Loan had been required to continue to accrue interest in accordance with its terms, and without regard to the occurrence of the
Maturity Date (or the occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion),
in each case as such terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy
or similar proceeding involving the Borrower or its Affiliates or a modification, waiver or amendment granted or agreed to by the
Servicer or the Special Servicer.


 


“Assumed Payment
Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon
Payment or the foreclosure, in whole or in part, of the Mortgage Loan or acceptance on behalf of the Trust and the Companion Loan
Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof), the date that would
have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the Mortgage Loan (or portion thereof)
or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of
the Mortgage Loan (or portion thereof) had not occurred.


 


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


 


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


 


“Base Interest
Fraction”: With respect to any principal prepayment on the Trust Loan as to which a Prepayment Fee is collected and with
respect to any Class of Class A, Class B, Class C and Class D Certificates, a fraction (a) whose numerator is the excess,
if any, of (i) the Pass-Through Rate on such Class of Certificates, over (ii) the Discount Rate used in calculating the
Prepayment Fee with respect to such principal prepayment and (b) whose


 






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denominator
is the excess, if any, of (i) the Mortgage Loan Interest Rate on the Trust Loan over (ii) the Discount Rate used in
calculating the Prepayment Fee with respect to such principal prepayment; provided, however, that (1) under no circumstances
shall the Base Interest Fraction be greater than one or less than zero, (2) if the Discount Rate is greater than or equal
to the Mortgage Loan Interest Rate on the Trust Loan and is greater than or equal to the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction shall equal zero, and (3) if the Discount Rate is greater than or equal to the Mortgage Loan
Interest Rate on the Trust Loan and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction
shall be one.


 


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


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower Reimbursable
Trust Expenses”: The costs and expenses for which the Borrower is obligated to pay, or if the Borrower fails to pay,
to reimburse the Trust pursuant to Section 4.31 of the Mortgage Loan Agreement.


 


“Borrower Restricted
Party”: Individually or collectively, as the context may require, (i) the Borrower, the Borrower Sponsor, any Approved
Mezzanine Loan Borrower, any Guarantor or any Property Manager, or any of their respective asset managers, servicers, agents or
affiliates, or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of the
Borrower, the Borrower Sponsor, any Approved Mezzanine Loan Borrower, any Guarantor or any Property Manager, (ii) a holder or beneficial
owner of any Accelerated Mezzanine Loan or an Affiliate thereof, or (iii) a Controlling Mezzanine Lender.


 


“Borrower Sponsor”:
Brookfield Financial Properties, L.P., a Delaware limited partnership.


 


“Business Day”:
Any day other than (a) a Saturday or a Sunday or (b) any other day on which (1) federally insured depository institutions in the
State of New York, Charlotte, North Carolina or Oakland, California, or (2) the place of business of the Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, or the financial institution that maintains the Collection Account, the Foreclosed
Property Account or any Reserve Account for the Mortgage Loan, or (3) the New York Stock Exchange or the Federal Reserve Bank of
New York, in each case are authorized or obligated by law, governmental decree or executive order to be closed.


 


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


 


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


 






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


 


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E, Class F or Class R Certificate.


 


“Certificate
Administrator”: Citibank, N.A., in its capacity as certificate administrator, or if any successor Certificate Administrator
is appointed as herein provided, such Certificate Administrator.


 


“Certificate
Administrator Fee”: With respect to any Distribution Date, will be an amount payable monthly from payments on the Trust
Loan allocable to interest (other than Default Interest) and will accrue at the Certificate Administrator Fee Rate, calculated
on the `basis of a 360-day year and the actual number of days in the related Interest Accrual Period and computed on the basis
of the same principal amount, in the same manner and for the same period respecting which any related interest payment due or
deemed due on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan)
is computed, using the same interest accrual basis as the Trust Loan. A portion of the Certificate Administrator Fee, namely the
Trustee Fee, will be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee will be deemed to be
payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: A rate of 0.0030% (0.30 basis points) per annum, which is inclusive of the Trustee Fee
Rate.


 


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


 


“Certificate
Available Funds”: With respect to each Distribution Date, an amount equal to: (a) the aggregate (without duplication)
of (i) all amounts (other than Prepayment Fees) received in respect of the Trust Loan (including, without limitation, all or any
portion thereof that constitutes an REO Trust Loan) during the related Collection Period including, without limitation, in the
form of any Repurchase Price or any purchase price of the Trust Loan received by the Trust, Liquidation Proceeds and, to the extent
not otherwise applied to the repair or restoration of the Property, Insurance Proceeds and Condemnation Proceeds received by the
Trust, (ii) any Monthly Interest Payment Advance on the Trust Loan for such Distribution Date, (iii) any Compensating Interest
Payment made with respect to the Trust Loan for the related Remittance Date, (iv) any amounts transferred to the Collection Account
during the related Collection Period from any other account maintained under this Agreement, (v) with respect to the Distribution
Date occurring in March (or, if such Distribution Date is the Final Distribution Date, in February) of each calendar year (commencing
in 2017), the Withheld Amounts to be transferred from the Interest Reserve Accounts to the Distribution Account, (vi) any payment
of interest received prior to the related Collection Period but intended to cover interest accrued during the Mortgage Loan Interest
Accrual Period that corresponds to the Payment Date in the related Collection Period, and (vii) solely with respect to the first
Distribution Date, the Initial Interest Deposit; reduced by (b) the aggregate (without duplication) of (i) the Certificate
Available Funds Reduction Amount for the related Remittance Date, (ii) any portion of the


 






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amounts
described in clause (a)(i) of this definition that represent escrow payments, reserve funds or amounts received in respect
of future accrual periods, (iii) any advance of interest on the Trust Loan for such Distribution Date to be applied to pay the
Certificate Administrator Fee (including the portion that is the Trustee Fee) and/or the CREFC® Licensing Fee,
(iv) with respect to any Distribution Date occurring in January (except in a leap year) or February of each calendar year (commencing
in 2017) (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent
those funds are on deposit in the Collection Account and held pending transfer to the Interest Reserve Account. Certificate Available
Funds shall not include any amounts allocable to the Companion Loans under the Co-Lender Agreement.


 


“Certificate
Available Funds Reduction Amount”: With respect to any Distribution Date, the aggregate of all amounts withdrawn from
the Collection Account pursuant to clauses (i) through (xiii) of Section 3.4(c) of this Agreement
(to the extent the amounts withdrawn pursuant to such clauses are payable out of amounts allocable to the Trust Loan or any REO
Trust Loan) with respect to the related Remittance Date.


 


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


 


“Certificate
Interest Accrual Period”: With respect to each Class of Certificates (other than the Class R Certificates) for any Distribution
Date, the calendar month immediately preceding the month in which such Distribution Date occurs.


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the
Certificate Register (including, solely for the purposes of providing, distributing or otherwise making available any
reports, statements or other information pursuant to this Agreement, Beneficial Owners of Certificates to the extent the
Person providing, distributing or making such information available has received certification in the form provided for in
this Agreement that such person is a Beneficial Owner), provided, however, that (a) solely for the purpose of giving any
consent or taking any action pursuant to this Agreement (including voting on amendments to this Agreement) that specifically
relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or any Person known to a Responsible Officer of the
Certificate Registrar to be an Affiliate of any such party, any Certificate registered in the name of or beneficially owned
by such party or any Affiliate thereof shall be deemed not to be outstanding
and the Voting Rights to which they are entitled will not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent or take any such action has been obtained, and (b) solely for the purpose
of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by a Borrower Restricted
Party shall be deemed not to be 


 






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outstanding 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 or take any such action has been obtained.
Notwithstanding the foregoing, a Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class
Representative will not be subject to the restrictions contained above in this definition of Certificateholder when exercising,
and will not be prohibited from exercising, any appointment rights, consent rights, consultation rights, Voting Rights or any
other rights it may have, solely in its capacity as a Holder or Beneficial Owner of Certificates in the Controlling Class or as
Controlling Class Representative, under this Agreement, unless such Holder or Beneficial Owner of Certificates in the Controlling
Class or the Controlling Class Representative is also either (x) a Borrower Restricted Party or a sub-servicer thereof, or (y)
the Servicer, the Trustee or the Certificate Administrator.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account Realized
Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates)
of all Certificates (other than the Class R Certificates), on an aggregate basis.


 


“CGMRC”:
Citigroup Global Markets Realty Corp., and its successors in interest.


 


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


 


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


 


“Class A Pass-Through
Rate”: For any Distribution Date, 3.597% per annum.


 


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


 


“Class B Pass-Through
Rate”: For any Distribution Date, 3.999% per annum.


 


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


 


“Class C Pass-Through
Rate”: For any Distribution Date, 4.501% per annum.


 


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


 






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“Class D Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution Date.


 


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


 


“Class E Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution
Date.


 


“Class F
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-7 hereto and designated as a Class F Certificate.


 


“Class F Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution
Date.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest has no Pass-Through Rate, Certificate
Balance or Notional Balance. The Class LT-R Interest will be represented by the Class R Certificates.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will represent the Class LT-R Interest and the
Class UT-R Interest.


 


“Class UT-R
Interest”: The residual interest in the Upper Tier REMIC. The Class UT-R Interest has no Pass-Through Rate, Certificate
Balance or Notional Balance. The Class UT-R Interest will be represented by the Class R Certificate.


 


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


 


“Class X Pass-Through
Rate”: For any Distribution Date, the excess, if any, of (a) the Adjusted Net Mortgage Rate for such Distribution Date,
over (b) the weighted average of the Pass-Through Rates on the Class A, Class B and Class C Certificates (weighted on the basis
of the respective Certificate Balances of the Class A, Class B and Class C Certificates immediately prior to such Distribution
Date).


 


“Class X Strip
Rate”: For any Distribution Date and for each of the Class A, Class B and Class C Certificates, the excess, if any, of
(i) the Adjusted Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for the subject Class of Certificates.


 


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


 


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


 


“Closing Date”:
February 29, 2016.


 


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


 


“Co-Lender Agreement”:
As defined in the Introductory Statement.


 


“Collateral”:
The Property securing the Mortgage Loan, the Leases assigned with respect to the Mortgage Loan, the agreements assigned with respect
to the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof)


 






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with
respect to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to secure the Mortgage
Loan.


 


“Collateral
Security Documents”: Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation,
the Mortgage, as amended, supplemented, assigned, extended or otherwise modified from time to time.


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


“Companion Loan
Holder”: The holder of a Companion Loan and any successor thereto in respect of any Foreclosed Property.


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan
or REO Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form)
by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in
and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion
Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.27 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 






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


 


“Compensating
Interest Payment”: A cash payment in an amount, with respect to the Mortgage Loan, equal to the lesser of (i) the amount
of any Prepayment Interest Shortfall incurred in connection with a voluntary Prepayment received in respect of the Mortgage Loan
during the related Collection Period prior to the Payment Date in that Collection Period, and (ii) the aggregate of the Servicer’s
Servicing Fees for the related Distribution Date and, to the extent earned on Prepayments, Net Investment Earnings payable to the
Servicer for the related Certificate Interest Accrual Period.


 


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


 


“Confidential
Information”: With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, all material
non-public information obtained in the course of and as a result of such Person’s performance of its duties as Trustee, Certificate
Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower and the Property, unless
such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or
becomes available to such Person from a source other than its activities as Trustee, Certificate Administrator, Servicer or Special
Servicer, (iii) is or becomes generally available to the public other than as a result of a disclosure by Servicing Personnel
or (iv) is required to be disclosed by law or court order, provided such Person shall use reasonable efforts to obtain confidential
treatment thereof. Notwithstanding the foregoing, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator
shall be permitted to comply with its obligations hereunder to make information available to the extent that such information was
received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable.


 


“Consent Fees”:
Any fees payable in connection with any request by the Borrower for lender consent pursuant to the express terms of the Mortgage
Loan Documents; provided that Consent Fees shall not include fees payable in connection with a consent to a modification, extension,
waiver or amendment of any term of the Mortgage Loan Documents.


 


“Consultation
Period”: Any period when a Special Servicing Loan Event is in effect and both: (i) the Certificate Balance of each Class
of Control Eligible Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of such Class of Certificates) is less than 25% of the initial Certificate Balance of such Class of Control Eligible Certificates;
and (ii) the Certificate Balance of any Class of Control Eligible Certificates (without regard to the application of Appraisal
Reduction Amounts allocable to such Class of Control Eligible Certificates) is at least equal to 25% of the initial Certificate
Balance of such Class of Certificates. A Consultation Period that would otherwise be in effect in accordance with the foregoing
provisions of this definition shall be deemed not to be in effect if the Servicer, Special Servicer, Trustee and Certificate Administrator
are notified substantially in the form of Exhibit K-3 that the Controlling Class Certificateholder or the Majority Controlling
Class Certificateholders are Borrower Restricted Parties.


 






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“Consultation
Termination Period”: Any period when the Certificate Balance of each Class of Control Eligible Certificates (without
regard to the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates)
is less than 25% of the initial Certificate Balance of such Class of Certificates.


 


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


 


“Control Period”:
Any period when a Special Servicing Loan Event is in effect and the Certificate Balance of any Class of Control Eligible Certificates
(taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
of Certificates) is at least equal to 25% of the initial Certificate Balance of such Class of Certificates. A Control Period that
would otherwise be in effect in accordance with the foregoing provisions of this definition shall be deemed not to be in effect
if the Servicer, Special Servicer, Trustee and Certificate Administrator are notified that the Controlling Class Certificateholder
or the Majority Controlling Class Certificateholders are Borrower Restricted Parties.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an outstanding Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts then allocable to such Class,
that is equal to or greater than 25% of the initial Certificate Balance of that Class of Certificates or, if no Class of Control
Eligible Certificates meets the preceding requirement, the Class E Certificates. No other Class of Certificates will be eligible
to act as the Controlling Class or appoint a Controlling Class Representative. The Controlling Class as of the Closing Date will
be the Class F Certificates.


 


“Controlling
Class Certificate”: A Certificate in the Controlling Class.


 


“Controlling
Class Representative” : The Holder of the Controlling Class (or other representative) selected or designated, as applicable,
in accordance with Section 9.1.


 


“Controlling
Class Right of First Refusal”: As defined in Section 3.16(d).


 


“Controlling
Mezzanine Lender”: With respect to any mezzanine loan related to the Mortgage Loan, a holder or beneficial owner of such
mezzanine loan that has direct or indirect control over the management, policies or board of the borrower under such mezzanine
loan (in each case, substantially as if such holder or beneficial owner were the related mezzanine borrower and/or the management
of such mezzanine borrower) or over the operation or management of the Property (substantially as if such holder or beneficial
owner were the operator or manager of the Property, as applicable), including through the exercise of voting rights, consent rights,
or otherwise.  For the avoidance of doubt, (i) the exercise of consent rights or similar rights of such holder or beneficial
owner pursuant to the related mezzanine loan documents (that typically exist prior to an event of default, whether exercised before,
during or after an event of default) and (ii) the exercise of remedies by such holder or beneficial owner pursuant to the related
mezzanine loan documents that do not result in or cause the taking of direct or indirect control in accordance with the preceding
sentence, shall, in each case, not be


 






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deemed
to be the exercise by such holder or beneficial owner of control over the management or policies of the mezzanine borrower for
the purposes of this definition.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located: (i) with respect to the Trustee: 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee –
225 Liberty Street Trust 2016-225L, or the principal trust office of any successor Trustee qualified and appointed pursuant to
Section 8.8, and (ii) with respect to the Certificate Administrator: for certificate transfer purposes, at 480 Washington
Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention – Global Transaction Services – 225 Liberty Street
Trust 2016-225L, and for all other purposes, except as specifically set forth herein, 388 Greenwich Street, 14th Floor, New York,
New York 10013, Attention: Global Transaction Services, 225 Liberty Street Trust 2016-225L, or the principal trust office of any
successor Certificate Administrator qualified and appointed pursuant to Section 8.8.


 


“CREFC®”:
The Commercial Real Estate Finance Council, or any association or organization that is a successor thereto. If neither such association
nor any successor remains in existence, “CREFC®” will be deemed to refer to such other association or
organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters
generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization
in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards
for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed
bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such
certificates or bonds, and any successor to such other association or organization. If an organization or association described
in one of the preceding sentences of this definition does not exist, “CREFC®” will be deemed to refer
to such other association or organization as will be reasonably acceptable to the Servicer, the Special Servicer, the Trustee and
the Certificate Administrator.


 


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


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be


 






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recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate
Administrator.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Licensing Fee”: The “CREFC® Intellectual Property Royalty License Fee” payable to CREFC®
in connection with the usage of CREFC® trademarks, which shall be equal to, with respect to the Mortgage Loan and
any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan Interest Accrual Period at
the related CREFC® Licensing Fee Rate on the same principal balance, in the same manner, and for the same number
of days as any related interest payment with respect to the Mortgage Loan (including, without limitation, all or any portion thereof
that constitutes an REO Mortgage Loan) during such Mortgage Loan Interest Accrual Period is computed. Any payments of the CREFC®


 






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Licensing
Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or
such other instructions as may hereafter be furnished by CREFC® to the Servicer in writing at least two Business
Days prior to the Remittance Date):


 


Account Name: Commercial
Real Estate Finance Council (CREFC®)


 


Bank Name: JPMorgan Chase
Bank, National Association


 


Bank Address: 80 Broadway,
New York, NY 10005


 


Routing Number: 021000021


 


Account Number: 213597397


 


For the avoidance of
doubt, the CREFC® Licensing Fee will be deemed payable from the Lower-Tier REMIC.


 


“CREFC®
Licensing Fee Rate”: Means 0.0005% per annum.


 


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


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


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


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such
other form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, will present the computations made in accordance with the methodology described
in such form to


 






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“normalize”
the full year and year to date net operating income and debt service coverage numbers used in the other reports required by this
Agreement.


 


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


 


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


 


“CREFC®
Reports”: Collectively refers to the following reports as may be amended, updated or supplemented from time to time as
part of the CREFC® “IRP” and any additional reports that become part of the CREFC® “IRP”
from time to time:


 


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


 


(b)           
the following nine supplemental reports: (i) CREFC® Comparative Financial Status Report, (ii) CREFC®
Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® NOI Adjustment
Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List, (viii) CREFC®
Loan Level Reserve – LOC Report, and (ix) CREFC® Advance Recovery Report.


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for


 






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commercial
mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called
for by the form of the “Servicer Watch List” available as of the Closing Date on the CREFC® Website,
is reasonably acceptable to the Servicer.


 


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


 


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


 


“Current Interest
Determination Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests, the interest accrued during the related Certificate Interest Accrual Period at the Pass-Through Rate applicable
to such Class of Certificates or Uncertificated Lower-Tier Interests, as the case may be, for such Certificate Interest Accrual
Period on the Certificate Balance, Notional Balance or Lower-Tier Principal Amount, as applicable, of such Class of Certificates
or Uncertificated Lower-Tier Interests, as the case may be, immediately prior to such Distribution Date.


 


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator,
as the same may be amended or modified from time to time in accordance with the terms thereof. For avoidance of doubt, as of the
Closing Date, the Custodian is the Certificate Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 8.15 of this Agreement and, unless the Certificate Administrator is Custodian,
named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Servicer
or any Affiliate or agent of the Certificate Administrator or the Servicer, but may not be (i) the Depositor or any Affiliate
thereof or (ii) the Borrower, any Borrower Restricted Party or any Affiliate thereof.


 


“Cut-off Date”:
February 6, 2016.


 


“DBRS”:
DBRS, Inc., or its successor-in-interest. If neither DBRS, nor any successor remains in existence, “DBRS” shall
be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator 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 Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event of Default, interest
accrued on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law, all accrued and unpaid interest
and other amounts due in respect of the Mortgage Loan, in each case, at the


 






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excess
of the Default Rate over the related Mortgage Loan Interest Rate, from the date such payment was due without regard to any grace
or cure periods and, if the Mortgage Loan is not repaid on the Maturity Date, or such earlier date as may result from acceleration.
Default Interest will accrue from and after the applicable Maturity Date, or such earlier date as may result from acceleration,
and, in any case, will be calculated on the basis of a 360-day year and the actual number of days elapsed in the period for which
the calculation is being made.


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Loan Seller 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 item and (z) delivered by or on behalf of such party pursuant to the delivery requirements
under Article 13 of this Agreement, that does not conform to the applicable reporting requirements under the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.


 


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


 


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


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with its successors-in-interest.


 


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


 


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


 


“Determination
Date”: With respect to each Distribution Date, the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, then the immediately succeeding Business Day, beginning in March
2016.


 


“Directly Operate”:
With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of such Foreclosed Property
primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust or the performance
of any construction work on the Foreclosed Property (other than the completion of a building or improvement, where more than 10%
of the construction of such building or improvement was completed before default became imminent), other than through an Independent
Contractor; 


 






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provided,
however, that a Foreclosed Property will not be considered to be Directly Operated solely because the Trustee on behalf
of the Trust (or the Special Servicer on behalf of the Trustee on behalf of the Trust) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect
to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement)
received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation,
the Trust, the Borrower, the Property Manager and the Borrower Sponsor in respect of the Mortgage Loan and any purchaser of the
Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage
Loan, the management or disposition of such Foreclosed Property and the performance by the Special Servicer or any such Affiliate
of any other special servicing duties under this Agreement, other than (i) Permitted Special Servicer/Affiliate Fees, and
(ii) any special servicing compensation and fees to which the Special Servicer is entitled under this Agreement.


 


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


 


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


 


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, (x) an entity treated as a U.S. partnership if any
of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership
agreement) a Disqualified Non-U.S. Tax Person; (y) any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax
Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S.
Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized
tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded
for federal income tax purposes under Treasury Regulations Section 1.860G-3; or (z) a U.S. Tax Person with respect to which
income from a 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. Information necessary to compute an applicable excise
tax must be furnished to the IRS and to the requesting party within 60 days of the request, and the Certificate Administrator may
charge a fee for computing and providing such information.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation if all of its activities are subject to tax and, except for FHLMC, a majority of
its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or
agency or instrumentality of either of the foregoing, (c) an organization that is


 






    	27



    	 



    

 


exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income)
on any excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives
described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based
upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States,” “State” and “International Organization” have the meanings set forth in Section 7701
of the Code or successor provisions.


 


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


 


“Distribution
Date”: The 4th Business Day after the Determination Date in each calendar month, commencing in March 2016. The first
Distribution Date shall be March 11, 2016.


 


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


 


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


 


“Eligible Institution”:
Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term
unsecured debt obligations, deposit accounts or commercial paper of which are (i) rated at least “A-1” by S&P (or
“A-2” by S&P if the long-term unsecured debt obligations or deposit accounts thereof are rated at least “BBB”
by S&P) in the case of letters of credit and accounts in which funds are held for 30 days or less (or, in the case of letters
of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts
of which are rated at least “BBB+” by S&P), and (ii) rated at least “R-1 (low)” by DBRS (or, if not
rated by DBRS, an equivalent rating such as that listed above by two other NRSROs or such other rating confirmed in a Rating Agency
Confirmation), in the case of accounts in which funds are held for 30 days or


 






    	28



    	 



    

 


less
or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are
rated at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed above by two other
NRSROs or such other rating confirmed in a Rating Agency Confirmation); or (b) an institution that is the subject of a Rating
Agency Confirmation from each Rating Agency for which the minimum rating is not met.


 


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


 


“Environmental
Law”: Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative
order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but
not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: CERCLA; the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601
et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean
Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801
et seq.


 


“Environmental
Report”: With respect to the Property, the “Phase I” and “Phase II,” if any, environmental
audit reports prepared and delivered to the Depositor in connection with the origination of the Mortgage Loan, or any subsequent
environmental report prepared on behalf of the Trust hereunder meeting the requirements of the American Society for Testing and
Materials.


 


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


 


“ERISA Restricted
Certificate”: Any Class E, Class F or Class R Certificate; provided, that any such Certificate: (a)
will cease to be considered an ERISA Restricted Certificate; and (b) will cease to be subject to the transfer restrictions contained
in Section 5.3(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a credit rating agency that meets the requirements of the Underwriter
Exemption) or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.


 


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


 


“Excess Servicing
Fees”: With respect to the Mortgage Loan (including any REO Mortgage Loan), that portion of the Servicing Fee that accrues
at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess Servicing
Fee Rate”: With respect to the Mortgage Loan (including any REO Mortgage Loan), a rate per annum equal to the Servicing
Fee Rate minus 0.0025%; provided that such rate shall be subject to reduction at any time following any resignation of the Servicer
pursuant to Section 6.4 of this Agreement (if no successor is appointed in accordance with Section 6.4 of this Agreement)
or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may include the Trustee)
that meets the requirements of Section 7.2 of this Agreement.


 






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“Excess Servicing
Fee Right”: With respect to the Mortgage Loan (including an REO Mortgage Loan with respect thereto), the right to receive
Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, Wells Fargo Bank, National Association
shall be the owner of such Excess Servicing Fee Right.


 


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


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Final Asset
Status Report”: An Asset Status Report, together with such other data or supporting information provided by the Special
Servicer to the Controlling Class Representative or the Companion Loan Holders, which does not include any communications (other
than the Final Asset Status Report) between the Special Servicer and the Controlling Class Representative or the Companion Loan
Holders with respect to the Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset Status
Report unless (i) the Controlling Class Representative (solely during any Control Period) has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has
been deemed to approve or consent to such action or (ii) the Asset Status Report is otherwise implemented by the Special Servicer
in accordance with the terms of this Agreement.


 


“Fitch”:
Fitch Ratings, Inc. or its successor in interest.


 


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


 


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


 


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


 


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


 


“GACC”:
German American Capital Corporation, or its successors in interest.


 


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


 


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


 


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


 






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


 


“Indemnified
Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.


 


“Indemnifying
Party”: As defined in Section 6.6(b), Section 8.12(b) or Section 13.12, as applicable.


 


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


 


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


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such REMIC
were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate
value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which
will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered
to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided
that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship
between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5),
or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator
(or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense
to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer
is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect
of any Foreclosed Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will not cause such Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes
of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as
Rents from Real Property.


 


“Initial Certificate
Balance”: As defined in the Introductory Statement.


 






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“Initial Interest
Deposit”: With respect to the first Distribution Date following the Closing Date, the amount equal to one day’s
interest on the Trust Notes at the Net Mortgage Rate, which amount will equal $100,523.81.


 


“Initial Purchasers”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, and their respective successors in
interest.


 


“Interest Reserve
Account”: As defined in Section 3.5(d).


 


“Initial Class
F Certificates”: The Class F Certificates initially issued under this Agreement in the form of Definitive Certificates.


 


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


 


“Institutional
Accredited Investor”: An entity that is, or in which each of the equity owners is, an “accredited investor”
within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.


 


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


 


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


 


“Interest Accrual
Period”: (a) With respect to the Mortgage Loan for any Payment Date, the Mortgage Loan Interest Accrual Period, and (b)
with respect to each Class of Certificates for any Distribution Date, the applicable Certificate Interest Accrual Period for such
Class of Certificates.


 


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


 


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


 






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


 


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


 


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


 


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


 


“Investment
Personnel”: As defined in Section 6.5.


 


“Investor Certification”:
A certificate representing, among other things, that:


 


(i) for purposes of access
to information, the Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate or a prospective
purchaser of a Certificate, the Controlling Class Representative or any Companion Loan Holder, and that either (a) such Person
is not a Borrower Restricted Party (or, only prior to the occurrence of a Special Servicing Loan Event, such person is the
Brookfield GP), in which case such person will be required to execute and deliver an Investor Certification substantially in the
form included hereto as Exhibit K-1, and will have access to all the reports and information made available to such
Privileged Persons under this Agreement, or (b) such Person is a Borrower Restricted Party (other than, only prior to the occurrence
of a Special Servicing Loan Event, such person is the Brookfield GP), in which case such person will be required to execute and
deliver an Investor Certification substantially in the form included hereto as Exhibit K-2, and will only receive access
to the Distribution Date Statements prepared by the Certificate Administrator; and/or


 


(ii) for purposes of
exercising Voting Rights, the Person executing the certificate is a Certificateholder or a Beneficial Owner of a Certificate, and
that such Person (A) is not either (1) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or any of their sub-servicers (engaged with respect to the Trust) or respective Affiliates, or (2) a Borrower
Restricted Party, or (B) is exercising such Voting Rights in connection with an amendment to this Agreement regarding which its
Certificates are deemed outstanding in connection with the definition of “Certificateholder”.


 


Each of the Trustee and
the Certificate Administrator may conclusively rely on any Investor Certification provided to it by an unrelated Person and may
require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


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


 






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


 


“IRS”:
The Internal Revenue Service.


 


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


 


“Liquidated
Property”: The Property, if it has been liquidated.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Mortgage
Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial
foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or
Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds
equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds
related to such Liquidated Property, liquidated Mortgage Loan or Foreclosed Property. The Special Servicer will not be entitled
to receive a Liquidation Fee in connection with (i) a repurchase by a Loan Seller of its Loan Seller Percentage Interest in
the Trust Loan (or the allocable portion thereof) pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase
occurs within the cure period required under the related Trust Loan Purchase Agreement which cure period will not exceed 180 days);
(ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special Servicer to itself; (iii) a purchase
of the Mortgage Loan by the Approved Mezzanine Lender pursuant to the purchase option described in the Mezzanine Intercreditor
Agreement (so long as such purchase occurs within 90 days after notice of the applicable purchase option trigger event is first
delivered to the Approved Mezzanine Lender; provided, that for the avoidance of doubt, if there are one or more purchase
option trigger events that occur following an initial purchase option trigger event that has not ceased, such 90-day period shall
commence on the date the first notice of the initial purchase option trigger event was given to the Approved Mezzanine Lender);
or (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Property by the Controlling Class Representative or any
affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer first
delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which the
Special Servicing Loan Event that triggered the Asset Status Report occurred. Further notwithstanding the above, all Liquidation
Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected
or earned by the Special Servicer with respect to the Mortgage Loan within the prior 24 months (determined


 






    	34



    	 



    

 


as
of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in
connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the
extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.


 


“Liquidation
Fee Rate”: A rate equal to 0.50% (50 basis points).


 


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


 


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


 


“Loan Portion”:
With respect to a Loan Seller, the portion of the Trust Loan evidenced by such Loan Seller’s Trust Notes.


 


“Loan Seller”:
Each of CGMRC, GACC and WFB, and their respective successors in interest.


 


“Loan Seller
Percentage Interest”: With respect to any Loan Seller, as of any date of determination, a fraction (expressed as a percentage),
the numerator of which is equal to the then aggregate principal amount of the Trust Notes sold to the Depositor by such Loan Seller
and included in the Trust, and the denominator of which is the then aggregate principal amount of the Trust Notes included in the
Trust, such fraction to be determined without regard to whether the Property has become a Foreclosed Property. As of the Closing
Date, the Loan Seller Percentage Interests were as follows: (a) with respect to CGMRC, 41.0405%; (b) with respect to GACC, 29.4798%;
and (c) with respect to WFB, 29.4798%.


 


“Loan Seller
Sub-Servicer”: A Sub-Servicer required to be retained by the Servicer by a Loan Seller, as listed on Exhibit Q
to this Agreement, or any successor thereto.


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory Statement,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of
the Class of Related Certificates on the preceding Distribution Date (after giving effect to the distribution of principal and
allocation of any Realized Losses to such Class of Related Certificates on such Distribution Date).


 






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


 


“MAI”:
Members of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(i)            
any substitution or release of real property collateral for the Mortgage Loan (other than substitutions or releases of
immaterial and non-income producing real property collateral or in connection with a condemnation action) except as expressly
permitted by the Mortgage Loan Documents;


 


(ii)           
any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless
such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action
by the Borrower);


 


(iii)          
any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest
in the Borrower to the extent the lender’s consent under the Mortgage Loan Documents is required, except in each case as
expressly permitted by the Mortgage Loan Documents, or in connection with a pending or threatened condemnation;


 


(iv)          
any consent to incurrence of additional debt by the Borrower or mezzanine debt by a direct or indirect parent of the Borrower,
including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or
subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such
document or agreement, in each case to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;


 


(v)           
approval of the termination or replacement of the Property Manager and/or modification, waiver or amendment of the Management
Agreement, subordination, non-disturbance and attornment agreement or recognition agreement, in each case, to the extent the mortgagee’s
approval is required by the Mortgage Loan Documents;


 


(vi)          
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of Foreclosed Property)
of the ownership of the Property;


 


(vii)         
any amendment, modification or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other
than late fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted
pay-offs) or material non-monetary term of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;


 






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(viii)        
following a default with respect to the Mortgage Loan or a Mortgage Loan Event of Default, any exercise of remedies, including
the acceleration of the Mortgage Loan or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents
or with respect to the Borrower or Property;


 


(ix)           
any sale of the Trust Loan (other than in connection with the repurchase of the Trust Loan (or a portion thereof) by the
Loan Sellers for a Material Document Defect or Material Breach, as applicable, pursuant to the related Trust Loan Purchase Agreement),
for less than the applicable Repurchase Price or any Foreclosed Property for less than the outstanding principal balance of the
Trust Loan;


 


(x)          
(A) any modification, waiver or amendment of any mezzanine intercreditor agreement, co-lender agreement, participation
agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or (B) an action
to enforce rights with respect thereto;


 


(xi)          
any Property Manager changes with respect to the Mortgage Loan for which the Mortgage Lender is required to consent or
approve under the Mortgage Loan Documents;


 


(xii)          
releases of any 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 Mortgage Loan and for which there is no material Mortgage Lender discretion;


 


(xiii)        
any acceptance of an assumption agreement releasing the Borrower, Guarantor or other obligor from liability under the Mortgage
Loan or the Mortgage Loan Documents other than pursuant to the specific terms of such Mortgage Loan Documents and for which there
is no Mortgage Lender discretion;


 


(xiv)        
any proposed modification or waiver of any provision of the Mortgage Loan Documents governing the type, nature or amount
of insurance coverage required to be obtained and maintained by the Borrower;


 


(xv)         
any determination of an Acceptable Insurance Default under the Mortgage Loan Documents;


 


(xvi)        
the execution, termination or renewal of any lease, to the extent Mortgage Lender approval is required under the Mortgage
Loan Documents and to the extent such lease constitutes a “material lease” under the Mortgage Loan Documents, including
entering into any subordination, non-disturbance and attornment agreement;


 


(xvii)       
approval of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards
to the reduction of the Mortgage Loan debt rather than to Property restoration;


 






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(xviii)         any adoption or implementation of the Annual Budget;


 


(xix)           the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Borrower;


 


(xx)            the exercise of the rights and powers granted under any mezzanine intercreditor agreement (or any other intercreditor agreement
referenced in clause (x) above) to the “Senior Lender” or such other similar term as shall be set forth therein
and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments,
consent rights or security interest with respect to the “Senior Lender” or such other similar term;


 


(xxi)           any determination by the Servicer or the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect
to any default or Mortgage Loan Event of Default which is anticipated but has not yet occurred;


 


(xxii)          the approval of, engagement or retention of any property improvement plan consultant and the approval of any work or reserve
estimates by any property improvement plan consultant; and


 


(xxiii)         any enforcement of any cure right or the exercise of any remedies under any management agreement, subordination and non-disturbance,
comfort letter, recognition agreement or similar agreement related thereto.


 


“Majority Controlling
Class Certificateholders”: The Holder(s) or Beneficial Owner(s) of Certificates representing more than 50% of the Certificate
Balance of the Controlling Class.


 


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


 


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


 


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


 


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


 


“Mezzanine Intercreditor
Agreement”: An Intercreditor Agreement entered into, to the extent permitted by the Loan Agreement, between the Mortgage
Lender and the Approved Mezzanine Lender with respect to the Mortgage Loan and the Approved Mezzanine Loan, as the same may be
amended, supplemented or otherwise modified from time to time.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees collected from the Borrower with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by
a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any Consent Fees, assumption fees, assumption
application fees or defeasance fees, if any, and (b) any Liquidation Fee, Work-out Fee or Special Servicing Fee; provided,
that all Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan within the prior 24


 






    	38



    	 



    

 


months
(determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became
payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan shall
offset any Work-out Fees or Liquidation Fees payable with respect to the Mortgage Loan or Property.


 


“Monthly Interest
Payment”: With respect to the Mortgage Loan and any Payment Date (including, but not limited to, the Maturity Date),
the scheduled payment of interest (or, in the case of the Maturity Date, the Balloon Payment) that is due and payable on the Mortgage
Loan pursuant to the Mortgage Loan Agreement on such Payment Date.


 


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


 


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


 


“Mortgage Lender”:
With respect to the Mortgage Loan or any portion thereof, prior to the initial issuance of the Certificates, the Loan Sellers collectively
and, from and after the initial issuance of the Certificates, the Trustee on behalf of the Issuing Entity solely for the purpose
of acting as the holder of record title to the Mortgage Loan (on behalf of the holders of the Certificates and the holders of the
Companion Loans), or the Servicer or the Special Servicer, as applicable, with respect to all of the obligations and rights of
the lender under the Mortgage Loan.


 


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


 


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


 


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


 


“Mortgage Loan
Event of Default”: An “Event of Default” as defined under the Mortgage Loan Documents.


 


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


 


“Mortgage Loan
Interest Accrual Period”: With respect to the Mortgage Loan for any Payment Date, the period commencing on and including
the 6th day of the month immediately preceding the month in which such Payment Date occurs and ending on and including the 5th
day of the month in which such Payment Date occurs. No Mortgage Loan Interest Accrual Period shall be shortened by reason of any
payment of the Mortgage Loan prior to the expiration of such Mortgage Loan Interest Accrual Period.


 






    	39



    	 



    

 


“Mortgage Loan
Interest Rate”: (i) With respect to the Senior Notes, a rate of 4.657% per annum (the “Senior Notes Interest
Rate”), and (ii) with respect to the Junior Trust Notes, a rate of 4.657% per annum (the “Junior Trust Notes
Interest Rate”).


 


“Mortgage Loan
Purchase Price”: As defined in Section 3.16(a) of this Agreement.


 


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


 


“Net Investment
Earnings”: With respect to any Investment Account for any period from any Distribution Date to the immediately succeeding
Remittance 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 Fund 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 3.8.


 


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


 


“Net Mortgage
Rate”: With respect to the Trust Loan (including if the Property becomes a Foreclosed Property), a per annum rate
equal to the Mortgage Loan Interest Rate with respect to the Trust Notes minus the Administrative Fee Rate.


 


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


 


“Non-Book Entry
Certificates”: As defined in Section 5.2(c).


 


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


 


“Nonrecoverable
Advance”: A Nonrecoverable Monthly Payment Advance, a Nonrecoverable Administrative Advance or a Nonrecoverable Property
Protection Advance, as applicable.


 


“Nonrecoverable
Administrative Advance”: With respect to the Trust Loan, any portion of an Administrative Advance previously made and
not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance with Accepted Servicing Practices
(in the case of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be ultimately
recoverable from subsequent payments or collections (including Condemnation Proceeds and Insurance Proceeds not otherwise required
to be distributed in connection with a restoration of the Property in accordance with this Agreement or


 






    	40



    	 



    

 


the
Mortgage Loan Agreement or Liquidation Proceeds) in respect of the Trust Loan or the REO Trust Loan. The Trustee may rely conclusively
upon a determination of non-recoverability made by the Servicer. In making a non-recoverability determination, the Servicer or
the Trustee, as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section
3.23(e).


 


“Nonrecoverable
Monthly Payment Advance”: With respect to the Trust Loan, any portion of a Monthly Interest Payment Advance previously
made and not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance with Accepted Servicing
Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be
ultimately recoverable from subsequent payments or collections (including Condemnation Proceeds and Insurance Proceeds not otherwise
required to be distributed in connection with a restoration of the Property in accordance with this Agreement or the Mortgage Loan
Agreement or Liquidation Proceeds) in respect of the Trust Loan or the REO Trust Loan. The Trustee may rely conclusively upon a
determination of non-recoverability made by the Servicer. In making a non-recoverability determination, the Servicer or the Trustee,
as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section 3.23(e).


 


“Nonrecoverable
Property Protection Advance”: With respect to the Mortgage Loan or the Property, any portion of a Property Protection
Advance previously made and not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance
with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of
the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Condemnation Proceeds and Insurance
Proceeds not otherwise required to be distributed in connection with a restoration of the Property in accordance with this Agreement
or the Mortgage Loan Agreement or Liquidation Proceeds) in respect of the Mortgage Loan (including, without limitation, as an REO
Mortgage Loan) or the Property. The Trustee may rely conclusively upon a determination of non-recoverability made by the Servicer.
In making a non-recoverability determination, the Servicer or the Trustee, as applicable, shall be entitled to consider (among
other things) the items set forth in the second sentence of Section 3.23(e).


 


“Non-Restricted
Privileged Person”: Any Privileged Person other than (i) a Borrower Restricted Party (exclusive of the Brookfield GP
prior to the occurrence of a Special Servicing Loan Event), (ii) the Brookfield GP after the occurrence of a Special Servicing
Loan Event, or (iii) any other Person that delivers an Investor Certification substantially in the form of Exhibit K-2.


 


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


 


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


 


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


 


“Note”:
As defined in the Introductory Statement.


 






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“Notional Balance”:
With respect to the Class X Certificates, the aggregate of the Certificate Balances of the Class A, Class B and Class C Certificates
from time to time.


 


“NRSRO”:
Any “nationally recognized statistical rating organization”, as such term is used in Rule 17g-5 of the Exchange Act
including, but not limited to, the Rating Agencies.


 


“NRSRO Certification”:
A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency) in favor of the 17g-5 Information
Provider that states that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e),
that such NRSRO has access to the Depositor’s 17g-5 website and that any information obtained from the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website should be subject to the same confidentiality provisions as information
on the Depositor’s 17g-5 website.


 


“Offering Circular”:
The Offering Circular, dated February 17, 2016 for the Certificates.


 


“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President
or a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, CGMRC, GACC,
WFB or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by
any of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject and (ii) with respect to the Certificate
Administrator and the Trustee, a Responsible Officer.


 


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


 


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


 


“Origination
Date”: January 22, 2016.


 


“Other Asset
Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item
1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and


 






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


 


“Other Pooling
and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of
any Other Securitization Trust and the issuance of Companion Loan Securities.


 


“Other Securitization
Determination Date”: With respect to any Other Securitization Trust, the “determination date” (or any term
substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement.


 


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


 


“Pass-Through
Rate”: With respect to each Class of Regular Certificates and each Uncertificated Lower-Tier Interest, the per annum
rate at which interest accrues on the Certificate Balance, Notional Balance or Lower-Tier Principal Amount, as applicable, of such
Class as set forth in the Introductory Statement.


 


“Payment Date”:
The “Monthly Payment Date” as defined in the Mortgage Loan Agreement.


 


“Percentage
Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with
respect to the related Class. With respect to any Regular Certificate, the percentage interest is equal to the initial Certificate
Balance or Notional Balance of such Certificate divided by the initial Certificate Balance or Notional Balance of all of the Certificates
of the related Class. With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder
of such Certificate.


 


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


 


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


 


(i)            
direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States
Treasury; United States Department of Housing and Urban Development public housing agency bonds; Federal Housing Administration
debentures; Government National Mortgage Association (GNMA)


 






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guaranteed
mortgage-backed securities or participation certificates; Resolution Funding Corp. debt obligations; or Small Business Administration-guaranteed
participation certificates and guaranteed pool certificates;


 


(ii)           
Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Federal Home Loan Mortgage Corp. debt obligations or Federal National Mortgage Association debt obligations that are, in each
case, rated no less than the Applicable S&P Permitted Investment Rating by S&P and the Applicable DBRS Permitted Investment
Rating by DBRS (or, if not rated by such Rating Agency, otherwise acceptable to each Rating Agency as confirmed by receipt of
a Rating Agency Confirmation from each Rating Agency);


 


(iii)          
repurchase obligations with respect to any security described in clause (i) or clause (ii) of this definition,
provided that the long-term unsecured debt obligations of the party agreeing to repurchase such obligations are rated the Applicable
S&P Permitted Investment Rating by S&P and the Applicable DBRS Permitted Investment Rating by DBRS (or, if not rated by
such Rating Agency, otherwise acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each
Rating Agency);


 


(iv)          
federal funds, uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances (having
original maturities of not more than 365 days) of any bank or trust company organized under the laws of the United States or any
state, provided that the short-term unsecured debt obligations of such bank or trust company are rated no less than the Applicable
S&P Permitted Investment Rating by S&P and the Applicable DBRS Permitted Investment Rating by DBRS (or, if not rated by
such Rating Agency, otherwise acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each
Rating Agency);


 


(v)           
fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’
acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of
which at all times are rated no less than the Applicable S&P Permitted Investment Rating by S&P and the Applicable DBRS
Permitted Investment Rating by DBRS (or, if not rated by such Rating Agency, otherwise acceptable to each Rating Agency as confirmed
by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(vi)          
debt obligations with maturities of not more than 365 days and at all times rated the Applicable S&P Permitted Investment
Rating by S&P and the Applicable DBRS Permitted Investment Rating by DBRS (or, if not rated by such Rating Agency, otherwise
acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(vii)         
commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365
days and that at all times is rated no less than the Applicable S&P Permitted


 






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Investment
Rating by S&P and the Applicable DBRS Permitted Investment Rating by DBRS (or, if not rated by such Rating Agency, otherwise
acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(viii)        
units of money market funds (which shall include any money market fund for which the Certificate Administrator, the Trustee
or an Affiliate thereof is an advisor) that, in each case, (a) has substantially all of its assets invested continuously in the
types of investments referred to in clause (i) of this definition, (b) has net assets of not less than $5,000,000,000,
and (c) is rated “AAAm” by S&P and the Applicable DBRS Permitted Investment Rating by DBRS; and


 


(ix)          
any other security, obligation or investment which has been approved as a Permitted Investment in writing by each
Rating Agency, as evidenced by a Rating Agency Confirmation from each Rating Agency for which the minimum rating is not met with
respect to any security, obligations or investment listed in the clauses above, or from each Rating Agency, with respect to any
security, obligations or investment other than one listed in the clauses above that the designation of such security, obligation
or investment as a Permitted Investment shall not, in and of itself, result in a downgrade, qualification or withdrawal of the
initial or, if higher, then-current ratings assigned to the Certificates by such Rating Agency;


 


Notwithstanding the foregoing,
“Permitted Investments” (i) shall have an unqualified rating (i.e., one with no qualifying suffix), with the exception
of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings; (ii) shall exclude any
mortgage-backed securities and any security of the type commonly known as “strips”; (iii) shall be limited to
those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; (iv) shall
only include instruments that qualify as “cash flow investments” (within the meaning of Section 860G(a)(6) of
the Code); and (v) shall exclude any investment where the right to receive principal and interest derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest
may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed
spread (if any), and move proportionately with that index. No investment shall be made that requires a payment above par for an
obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature
or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their
purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions and
fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services
performed by such party with respect to the Trust Loan, any Companion Loan or any Foreclosed Property, subject to the terms and
provisions of this Agreement (including Section 3.17).


 






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“Permitted
Transferee”: Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other
Person so designated by the Certificate Registrar based upon 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 may cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests
are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation),
by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate
is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
the transferee or any other U.S. Tax Person.


 


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


 


“Plan”:
As defined in Section 5.3(m).


 


“Post-Closing
Obligations Agreement”: That certain Post-Closing Obligations Agreement, dated as of January 22, 2016, between Borrower
and Mortgage Lender.


 


“Prepayment”:
Any payment of principal made by the Borrower with respect to the Mortgage Loan that is received in advance of its scheduled Payment
Date, whether voluntary, by reason of the acceleration of the maturity of the Mortgage Loan or otherwise, and which is not accompanied
by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment, other than any amount paid in connection with the release of the Property through defeasance.


 


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


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full
or in part during the related Collection Period, which Prepayment was applied to the Mortgage Loan prior to the Payment Date in
such Collection Period, the amount of interest, net of the Servicing Fee and any Default Interest, to the extent not collected
from the Borrower, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing on
the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan through the end of the applicable
interest accrual period for such Payment Date, inclusive.


 


“Prime Rate”:
A rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.” If The Wall
Street Journal ceases to publish the “Prime Rate,” the Servicer shall select an equivalent publication that publishes
such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated
or administered by a governmental or quasi-governmental body, the Servicer shall select a comparable interest rate index.


 






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“Principal Balance
Certificates”: The Class A, Class B, Class C, Class D, Class E and Class F Certificates.


 


“Principal Distribution
Amount”: For each Distribution Date and any Class of Principal Balance Certificates, the sum of (i) the portion
of the Regular Principal Distribution Amount for such Distribution Date allocable to such Class of Certificates, and (ii) the aggregate
unpaid Principal Shortfalls in respect of prior Distribution Dates for such Class of Certificates.


 


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


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative and/or any
Companion Loan Holder, on the one hand, and the Special Servicer (or the Servicer, Trustee and/or Certificate Administrator), on
the other hand, related to the Mortgage Loan following a Special Servicing Loan Event or the exercise of the consent or consultation
rights of the Controlling Class Representative 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 Borrower
or other interested party, and (iii) legally privileged information; provided that the summary of any Final Asset Status
Report prepared pursuant to Section 3.10(h) is deemed not to be Privileged Information (although no such summary shall
be made available to any Borrower Restricted Party).


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Controlling
Class Representative (but only during any Control Period and any Consultation Period), the Trustee, the Certificate Administrator,
any Companion Loan Holder that delivers an Investor Certification, any person who provides the Certificate Administrator with an
Investor Certification substantially in the form of Exhibit K-1 or Exhibit K-2, as applicable, any Rating Agency
and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator, which Investor Certification and NRSRO Certification
may be submitted electronically. For purposes of receiving any information or report from the Certificate Administrator’s
Website or otherwise under this Agreement, other than Distribution Date Statements only, any Borrower Restricted Party will be
deemed to not be a “Privileged Person”; provided that, only prior to a Special Servicing Loan Event, the Brookfield
GP (if it would otherwise be a Privileged Person but for its status as a Borrower Restricted Party) shall be deemed to be a “Privileged
Person” and will have access to all information and reports on the Certificate Administrator’s website.


 


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


 


“Property Management
Agreement”: The “Management Agreement” as defined in the Mortgage Loan Agreement, as may be amended from
time to time.


 


“Property Manager”:
The “Manager” as defined in the Mortgage Loan Agreement.


 






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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Qualified Bidder”:
As defined in Section 7.2.


 


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


 


“Qualified Certificate
Administrator”: An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation
and (iii) whose long term senior unsecured debt is rated at least “BBB+” by S&P (or “BBB” by S&P
if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P) and, if rated
by DBRS, at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two other NRSROs) (or such other
rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation).


 


“Qualified Mortgage”:
A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified mortgage”.


 


“Qualified Replacement
Special Servicer”: As defined in Section 3.10(b).


 


“Qualified Trustee”:
An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation and (iii) whose long term senior
unsecured debt is rated at least “A” by S&P and, if rated by DBRS, at least “A” by DBRS (or, if not
rated by DBRS, an equivalent rating by two other NRSROs) (or such other rating with respect to which the Rating Agencies have each
provided a Rating Agency Confirmation), and S&P or DBRS has not withdrawn, qualified or downgraded its rating of securities
in a commercial mortgage loan securitization as a result of performance by the Trustee.


 


“Rated Final
Distribution Date”: With respect to each Class of Certificates (other than the Class R Certificate), the Distribution
Date in February 2036.


 


“Rating Agencies”:
S&P and DBRS.


 


“Rating Agency”:
S&P or DBRS.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by a Rating Agency
that a proposed action, failure to


 






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act
or other event specified in this Agreement or the Mortgage Loan Documents shall not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by such Rating Agency);
provided, that if a written waiver or other acknowledgment (which may be in electronic form) is received from a Rating
Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, then the requirement
to obtain Rating Agency Confirmation for such matter at such time shall be considered not to apply (as if such requirement did
not exist for such matter at such time) with respect to such Rating Agency.


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of the Principal
Balance Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding principal
balance of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) immediately
following the related Determination Date after giving effect to (a) any payments and other collections of principal received
with respect to the Trust Loan during the Collection Period related to such Distribution Date and (b) the aggregate reduction
of the principal balance of the Trust Loan that have been permanently made during the Collection Period related to such Distribution
Date as a result of a bankruptcy proceeding, modification or otherwise.


 


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


 


“Regular Certificates”:
The Principal Balance Certificates and the Class X Certificates.


 


“Regular Principal
Distribution Amount”: For each Distribution Date, the aggregate (without duplication) of (i) all payments of principal
including, without limitation, principal prepayments and Balloon Payments received during the related Collection Period with respect
to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) and (ii) the principal
portion of any Repurchase Price received with respect to the Trust Loan during the related Collection Period, and (iii) all amounts
received during the related Collection Period in respect of principal of the Trust Loan from Net Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds or otherwise received during the related Collection Period in respect of principal of the Trust
Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection
Period. The Regular Principal Distribution Amount for any Distribution Date shall be allocable to each Class of Principal Balance
Certificates in Sequential Order, in each such case up to the amount necessary to reduce the related Certificate Balance outstanding
immediately prior to such Distribution Date to zero (taking into account the aggregate unpaid Principal Shortfalls in respect of
prior Distribution Dates for the subject Class of 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 rules
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB
provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


“Related Certificates,”
and “Related Uncertificated Lower-Tier Interest”: For the following Classes of Uncertificated Lower-Tier Interests,
the related Class of Certificates set forth below, and for the following Classes of Certificates, the related Class of Uncertificated
Lower-Tier Interests set forth below. 


 


	
        Related
        Certificates

	
        Related
        Uncertificated

        Lower-Tier Interest


	Class A Certificates	Class LA 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


 


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


 


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


 


“Remittance
Date”: With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date; provided
that, solely for purposes of remittances and the delivery of monthly reports (including, without limitation, CREFC®
Reports) with respect to any Companion Loan held by an Other Securitization Trust, the Remittance Date shall be the Business Day
following the later of (A) the related Other Securitization Determination Date and (B) the Payment Date.


 


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


 


“REO Companion
Loan”: Any Companion Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).


 






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


 


“REO Mortgage
Loan”: The Mortgage Loan (or the applicable portion thereof) while the Property is a Foreclosed Property, as described
in Section 3.12(g).


 


“REO Trust Loan”:
The Trust Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).


 


“Reportable
Event”: As defined in Section 13.6 of this Agreement.


 


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


 


“Repurchase
Price”: (a) With respect to the Trust Loan, an amount (without duplication) equal to the sum of (i) the unpaid principal
balance of the Trust Loan, (ii) accrued and unpaid interest on the Trust Loan at the applicable Mortgage Loan Interest Rate
(exclusive of the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the
repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together with interest
on such Advances, (iv) an amount equal to all interest on outstanding Monthly Interest Payment Advances, (v) any unpaid
Trust Fund Expenses and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, Special Servicer,
Certificate Administrator or Trustee arising out of the enforcement of the repurchase obligation, including, without limitation,
Liquidation Fees to the extent set forth in the definition of “Liquidation Fee”, provided, that the amounts
set forth above in this clause (a) shall exclude any amounts not allocable to the Trust Loan in accordance with the Co-Lender Agreement;
and (b) with respect to any repurchase by a single Loan Seller of the Trust Notes sold by such Loan Seller to the Depositor and
the corresponding Loan Seller Percentage Interest in the Trust Loan, the related Loan Seller Percentage Interest of the related
Repurchase Price for the Trust Loan as described in clause (a). No Liquidation Fee shall be paid by a Loan Seller in connection
with a repurchase by such Loan Seller of its Loan Seller Percentage Interest in the Trust Loan (or in an allocable portion of the
Trust Loan) due to a Material Breach or a Material Document Defect pursuant to the related Trust Loan Purchase Agreement (so long
as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement, not to exceed 180 days).


 


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


 


“Requesting
Holders”: As defined in Section 3.7(f).


 


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


 


“Requesting
Party”: As defined in Section 3.27.


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Interest Payment
Advance (taking into account any


 






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Appraisal
Reduction Amount as of such Distribution Date) that would be required to be made with respect to the Trust Loan on the related
Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Interest Payment (or Assumed Monthly Interest
Payment) for the related Payment Date or Assumed Payment Date less (b) the aggregate compensation payable on such
Remittance Date to the Servicer in respect of the Servicing Fee, to the Certificate Administrator in respect of the Certificate
Administrator Fee (including the portion that is the Trustee Fee) and CREFC® in respect of the CREFC®
Licensing Fee.


 


“Reserve Accounts”:
The “Reserve Funds” as defined in the Mortgage Loan Agreement.


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) the
Certificate Administrator, any officer assigned to the Global Transaction Services group, with direct responsibility for the administration
of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the
Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, and in the
case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the
Certificate Administrator, as applicable, as such list may from time to time be amended.


 


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


 


“Retained Servicing
Fee Rate”: Subject to Section 7.2, an amount equal to 0.0025% (0.25 basis points) per annum.


 


“Reverse Sequential
Order”: With respect to the allocation of Realized Losses on any Distribution Date, to the Class F Certificates, the
Class E Certificates, the Class D Certificates, the Class C Certificates, the Class B Certificates and the Class A Certificates,
in that order, in each case until the Certificate Balance of such Class is reduced to zero.


 


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


 


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


 


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


 


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors
in interest. If neither Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business
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


 






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designation
shall be given to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator and specific ratings of S&P
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Sequential
Order”: (i) With respect to payments in respect of principal of, or any other amounts due and owing on, the Principal
Balance Certificates on any Distribution Date, to the Class A, Class B, Class C, Class D, Class E and Class F Certificates, in
that order, (ii) with respect to payment in respect of interest on the Regular Certificates on any Distribution Date, first, to
the Class A and Class X Certificates, pro rata, based on the interest entitlement of each such Class of Certificates with
respect to such Distribution Date, then to the Class B, Class C, Class D, Class E and Class F Certificates, in that order, in each
case under clauses (i) and (ii), until the principal or interest payable to each such Class is paid in full; (iii)
with respect to payments of principal allocated to the Trust Loan on any Payment Date, first, pro rata, to the Senior Trust
Notes and, then, pro rata, to the Junior Trust Notes, and (iv) with respect to payments of interest allocated to the Trust
Loan on any Payment Date, first, pro rata, to the Senior Trust Notes, and, then, pro rata, to the Junior Trust Notes,
in each case under clauses (iii) and (iv), until the principal or interest payable to each such Trust Note is paid
in full.


 


“Servicer”:
Wells Fargo Bank, National Association, in its capacity as servicer, or if any successor Servicer is appointed as herein provided,
such successor Servicer.


 


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


 


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


 


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


 


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


 


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


 


“Servicing Fee
Rate”: (i) With respect to the Trust Loan, 0.0050% (0.50 basis points) per annum and (ii) with respect to any Companion
Loan, 0.0025% (0.25 basis points) per annum.


 






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


 


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


 


“Servicing Personnel”:
As defined in Section 6.5.


 


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


 


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


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
Trimont Real Estate Advisors, LLC, in its capacity as special servicer, or its successor-in-interest, or if any successor Special
Servicer is appointed as herein provided, such successor Special Servicer.


 


“Special Servicer
Customary Expenses”: As defined in Section 3.17.


 


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


 


“Special Servicing
Fee”: With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to the Special
Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same period respecting
which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed, at a rate of 0.25%
per annum, until all Special Servicing Loan Events no longer exist. Such fee shall be in addition to, and not in lieu of,
any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing
Fee will be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing
Loan Event”: With respect to the Trust Loan or any Companion Loan, (i) the Borrower has not made two consecutive
Monthly Interest Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents)
in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive Monthly
Interest Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Interest Payment Advances have been
reimbursed); (iii) the Borrower fails to make the Balloon Payment when due, and the Borrower has not delivered to the Servicer,
on or before the due date of such Balloon Payment, a written and binding refinancing commitment from an acceptable lender and reasonably
satisfactory in form and substance to the Servicer which provides that such refinancing shall occur within 120 days after
the date on which such Balloon Payment becomes due (provided that a Special


 






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Servicing
Loan Event shall occur if either (x) such refinancing does not occur before the expiration of the time period for refinancing
specified in such binding commitment or (y) the Servicer and/or the Trustee is required to make a Monthly Interest Payment
Advance at any time prior to such refinancing); (iv) the Servicer has received notice that the Borrower has become the subject
as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come
due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened
foreclosure of any lien on the Property; (vi) the Borrower has expressed in writing to the Servicer an inability to pay the
amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted
Servicing Practices and during a Control Period, with consent of the Controlling Class Representative unless the Servicer determines
that the Controlling Class Representative’s withholding of consent is contrary to Accepted Servicing Practices), a default
in the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably foreseeable; or (viii) a
default under the Trust Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrower to pay
principal or interest) and that materially and adversely affects the interests of the Certificateholders or the Companion Loan
Holders has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no
grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect
to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrower has brought the
Mortgage Loan current and with respect to clauses (i) and (ii) above, thereafter made three consecutive full
and timely Monthly Interest Payments on the Trust Loan or any Companion Loan, as applicable, in each case, including pursuant
to the work-out of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv), (v),
(vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer
(consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as
described above) that would constitute a Special Servicing Loan Event; and provided, further that if a Special Servicing
Loan Event exists with respect to the Trust Loan or any Companion Loan, it shall be considered to exist with respect to the entire
Mortgage Loan.


 


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


 


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


 


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


 


“Subject Indemnified
Party”: As defined in Section 9.11(b).


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is
responsible for the performance


 






    	55



    	 



    

 


(whether
directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions required to be performed
by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with respect
to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


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


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the benefit of the Trust
and the Companion Loan Holders, to serve as manager of a Foreclosed Property, which designation, as evidenced by written confirmation
from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates
by such Rating Agency.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust formed pursuant to this Agreement to be designated 225 Liberty Street Trust 2016-225L.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Notes together with (to the extent that the
documents, agreements and instruments therein evidence, secure, guarantee or otherwise relate to the Trust Loan) the Mortgage Loan
File relating thereto (and excluding the original Companion Loan Notes); (ii) all scheduled and unscheduled payments on or
collections in respect of the Trust Notes (iii) to the extent of the Trust’s right, title and interest therein, any
Foreclosed Property; (iv) all revenues received in respect of any Foreclosed Property (exclusive of any portion thereof payable
to the Companion Loan Holders); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights on behalf
of the Trust under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and
any proceeds thereof (exclusive of any portion thereof payable to the Companion Loan Holders); (vi) to the extent they secure,
guarantee or otherwise relate to the Trust Loan, any Collateral Security Documents; (vii) to the extent they secure, guarantee
or otherwise relate to the Trust Loan, any indemnities or guaranties given as additional security for the Notes; (viii) all
funds (exclusive of any portion thereof payable to the Companion Loan Holders) deposited in the Collection Account, the Interest
Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided herein); (ix) to
the extent they secure, guarantee or otherwise relate to the Trust Loan, any environmental indemnity agreements relating to the
Property; (x) the rights and remedies of the Depositor under


 






    	56



    	 



    

 


each
Trust Loan Purchase Agreement; (xi) to the extent that it secures the Trust Loan, the security interest in the Reserve Accounts
granted pursuant to Section 2.1; (xii) all other assets included or to be included in the Lower-Tier REMIC
for the benefit of the Upper-Tier REMIC; (xiii) the Uncertificated Lower-Tier Interests; and (xiv) the proceeds
of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated expenses and certain other default related expenses incurred by the Trust and/or the Trust
Fund (including, without limitation, all Advance Interest and all Borrower Reimbursable Trust Expenses, to the extent not reimbursed
by or on behalf of the Borrower, Borrower Sponsor or Guarantor or deemed a Nonrecoverable Advance) and all other amounts (such
as indemnification payments) permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, the Special Servicer
or the Certificate Administrator, as applicable, from the Collection Account, a Foreclosed Property Account or the Distribution
Account pursuant to this Agreement.


 


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


 


“Trust Note”:
As defined in the Introductory Statement.


 


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


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5
in an amount agreed to between the Trustee and Certificate Administrator. The Certificate Administrator is responsible for the
payment of the Trustee Fee.


 


“Trustee Fee
Rate”: The per annum rate at which the Trustee Fee is calculated.


 


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


 


“Underwriter
Exemption”: Prohibited Transaction Exemption 91-23, Prohibited Transaction Exemption 96-22 and Department Final Authorization
Number 97-03E, each as most recently amended by Prohibited Transaction Exemption 2013-08, and as each may be further amended by
the Department of Labor from time to time.


 


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


 


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


 






    	57



    	 



    

 


Mortgage
Loan not scheduled to be received, other than Monthly Interest Payments, the Balloon Payment or Prepayment Fees.


 


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


 


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


 


“U.S. Securities
Person”: A “U.S. person” within the meaning of Rule 902(k) under the Act.


 


“U.S. Tax Person”:
A Person that is (i) a citizen or resident alien of the United States, (ii) a corporation, partnership (except as provided in applicable
Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, (iii) an estate whose
income is subject to United States federal income tax regardless of the source of its income, (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. 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 a U.S. Tax Person) and (v) any other Person that
is disregarded as separate from its owner for U.S. federal income tax purposes and whose owner is described in clauses (i) through
(iv) above.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (1)(x) except as described in subclause (y) of this clause (1), 4% in the aggregate to
the Class X Certificates (for so long as the Notional Balance of such Class has not been reduced to zero) allocated to such
Class based on its Notional Balance and (y) 0% to the Class X Certificates in the case of votes pertaining to terminating
and replacing the Special Servicer as described in Section 7.1 and (2) in the case of any other Class of Regular
Certificates, a percentage equal to the product of (x) the percentage of Voting Rights remaining after allocations in clause (1)
above, and (y) a percentage, the numerator of which is equal to the Certificate Balance (and in connection with any vote to
terminate or replace the Special Servicer under this Agreement following the termination of a Control Period, taking into account
any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of the Class,
in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the Certificate Balance (and
in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination of a Control
Period, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the
Certificates) of all Classes of Principal Balance Certificates, in each case determined as of the prior Distribution Date. The
Class R Certificates shall be not be entitled to any Voting Rights.


 






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“WFB”:
Wells Fargo Bank, National Association, and its successors in interest.


 


“Withheld Amounts”:
As defined in Section 3.05(d)


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest
(other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by a written agreement
with the Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur.


 


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


 


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


 


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


 


(d)           
Interest on the Principal Balance Certificates and the Class X Certificates shall be calculated based upon a 360 day year
consisting of twelve 30-day months.


 


(e)           
The terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender.


 


1.3          
Certain Calculations in Respect of the Trust Loan. (a) All amounts collected by or on behalf of the Trust in
respect of the Trust Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
or otherwise shall be applied to amounts due and owing with respect thereto under the Mortgage Loan Documents (including, without
limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents;
provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the
mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Mortgage Loan Event
of Default, all such amounts collected (after taking into account the reimbursement and/or payment of advances, expenses and reserve
under the Co-Lender Agreement) shall be deemed to be applied in the following order of priority: first, as a recovery of
accrued and unpaid interest first, on the Senior Trust Notes, on a pro rata basis based on their respective unpaid principal
amounts, and then, on the Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in
that order, in each case to the extent of the excess of (i) accrued and unpaid interest at the respective Mortgage Loan Interest
Rates (without giving effect to any increase in any such Mortgage Loan Interest Rate required under the Mortgage Loan Agreement
as a result of a default under the Mortgage Loan) through the end


 






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of
the then current Mortgage Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the
amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred
under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been
applied as a recovery of accrued and unpaid interest pursuant to clause third below on earlier dates); second,
as a recovery of principal of the Trust Loan then due and owing, including by reason of acceleration of the Trust Loan following
a Mortgage Loan Event of Default (or, if either a Special Loan Event of Default (as defined in the Co-Lender Agreement) has occurred
and is continuing or the Trust Loan or the Property has been liquidated, as a recovery of principal to the extent of the entire
remaining unpaid principal balance of the Trust Loan), with any such recovery of principal to be applied, in the following order:
(i) first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Notes; and (ii) second,
pro rata, to the reduction of the outstanding principal balance of the Junior Trust Notes, in each case based on the relative
principal balances of such Notes; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes,
on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro
rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the
Trust Loan that have theretofore occurred in connection with related Appraisal Reduction Amounts (to the extent collections have
not been applied as recovery of accrued and unpaid interest as described in this clause third on earlier dates); fourth,
as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Loan; fifth, as a recovery
of any Default Interest or late charges then due and owing under the Trust Loan; sixth, as a recovery of any other amounts
then due and owing under the Trust Loan other than remaining unpaid principal; and seventh, as a recovery of any remaining
principal of the Trust Loan to the extent of its entire remaining unpaid principal balance; provided that, to the extent
required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of the Property or any
partial release of the Property (including following a condemnation), and if, immediately following such release, the loan-to-value
ratio of the Trust Loan (as determined in accordance with applicable REMIC requirements) exceeds 125%, then such payments or proceeds
shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the
avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender
Agreement.


 


In connection with the
foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed
work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage
Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of
interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of
the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed
applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms
of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions
on the Certificates and allocating Realized Losses to the Principal Balance Certificates) the full economic effect of all waivers,
reductions or deferrals of amounts due on the Mortgage Loan


 






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attributable
to such work-out shall be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective
unpaid principal amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis
based on their respective unpaid principal amounts.


 


(b)           
Collections by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property and after taking into
account the reimbursement and/or payment of advances and expenses under the Co-Lender Agreement) allocable to the Trust Loan shall
be applied to the amounts due and owing on the Trust Loan (which shall be deemed to remain outstanding) in the following order
of priority (and for the following purposes): first, , as a recovery of accrued and unpaid interest first, on the Senior
Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes,
on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the
excess of (i) accrued and unpaid interest at the respective Mortgage Loan Interest Rates (without giving effect to any increase
in any such Mortgage Loan Interest Rate required under the Mortgage Loan Agreement as a result of a default under the Mortgage
Loan) through the end of the then current Mortgage Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore
occurred in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of
accrued and unpaid interest pursuant to clause third below or clause third of the prior waterfall on earlier dates);
second, as recovery of principal of the Trust Loan to the extent of its entire remaining unpaid principal balance, with
any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction of the
outstanding principal balance of the Senior Trust Notes, on a pro rata basis based on their respective unpaid principal
amounts; and (ii) second, pro rata, to the reduction of the outstanding principal balance of the Junior Trust Notes,
on a pro rata basis based on their respective unpaid principal amounts; third, as a recovery of accrued and unpaid
interest first, on the Senior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, and then,
on the Junior Trust Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each
case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly
Interest Payment Advances for the Trust Loan that have theretofore occurred in connection with related Appraisal Reduction Amounts
(to the extent collections have not been applied as recovery of accrued and unpaid interest as described in this clause third
or clause third of the prior waterfall on earlier dates); fourth, as a recovery of any Default Interest then deemed
to be due and owing under the Trust Loan; and fifth, as a recovery of any other amounts deemed to be due and owing in respect
of the Trust Loan. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the
allocations under the Co-Lender Agreement.


 


(c)            
All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust
Loan, the Companion Loans, the Property or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted
Servicing Practices is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments
on the Mortgage Loan, the Trust Loan or the Companion Loans, or sale of the Mortgage Loan, the Trust Loan or any Companion Loan
if it is


 






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in
default, the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable
by the Borrower on similar debt of the Borrower as of such date of determination and (2) the Mortgage Loan Interest Rate
and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent
Appraisal (or update of such Appraisal).


 


2.              
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1          
Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with
the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be
conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided
herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired,
now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust
Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement,
(ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and
interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor
in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for
the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest
under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments
made or required to be made to the Depositor by the Borrower or any other party under the Mortgage Loan Documents relating to
the Trust Loan. Such sale, transfer and assignment further include all Mortgage Loan Documents, to the extent evidencing, securing,
guarantying or otherwise relating to the Trust Loan. On the Closing Date, to the extent received from the Loan Sellers, the Depositor
shall remit the Initial Interest Deposit to the Certificate Administrator for deposit into the Distribution Account.


 


(b)           
Each Trust Loan Purchase Agreement provides that the related Loan Seller shall deliver to, and deposit with the Trustee
(or a Custodian on its behalf, in each case, to the extent not already in the possession of the Trustee (or a Custodian on its
behalf)), with copies to the Servicer, (i) on or prior to the Closing Date, (A) in the case of CGMRC, each of the original executed
Note A-1A and the original executed Note A-2A, endorsed on its face or by allonge thereto (without recourse, representation or
warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee on behalf of the registered
Holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L” or in blank,
and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not CGMRC) (or, alternatively,
if such original executed Note has been lost, a lost note affidavit and indemnity with a copy of the Note),
(B) in the case of GACC, each of the original executed Note A-1B and the original executed Note A-2B, endorsed on its face or
by allonge thereto (without recourse, representation or warranty, express or implied) to the order of “Wilmington Trust,
National Association, as Trustee on behalf of the registered Holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage
Pass-Through Certificates, Series 2016-225L” or in blank, and further showing a complete, unbroken chain of endorsement
from the originator (if such originator is not GACC) (or, alternatively, if such original executed Note has been lost, a lost
note affidavit and indemnity with a copy of the 


 






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Note), and (C) in the case of WFB, each of the original executed Note A-1C and
the original executed Note A-2C, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express
or implied) to the order of “Wilmington Trust, National Association, as Trustee on behalf of the registered Holders of 225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L” or in blank, and further
showing a complete, unbroken chain of endorsement from the originator (if such originator is not WFB) (or, alternatively, if such
original executed Note has been lost, a lost note affidavit and indemnity with a copy of the Note), (ii) on or before the Closing
Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and (iii) on or before the date occurring 10 days after
the Closing Date (the “Delivery Date”), the following documents or instruments (each, if not defined in this
Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage Loan (collectively with the original Trust
Notes required under clause (i) above and the copies of the Co-Lender Agreement and the Companion Loan Notes required
under clause (ii) above, the “Mortgage Loan File”), in each case executed by the parties thereto:


 


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


 


(B)          
the original or certified copy, as applicable, of each of the Mortgage and the Assignment of Leases, with evidence of recording
thereon, and, if any Mortgage or Assignment of Leases was executed pursuant to a power of attorney, a certified true copy of the
power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording is customary
in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow company to
be a true copy thereof; provided that if any such original Mortgage or Assignment of Leases cannot be delivered with evidence
of recording thereon on or prior to the 45th day following the Closing Date because of a delay caused by the public
recording office where such original Mortgage or Assignment of Leases has been delivered for recordation or because such original
Mortgage or Assignment of Leases has been lost after recordation, the related Loan Seller shall deliver or cause to be delivered
to the Trustee (or the Custodian on its behalf) a true and correct copy of such Mortgage or Assignment of Leases, as the case may
be, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the related
Loan Seller stating that such original Mortgage or Assignment of Leases, as the case may be, has been sent to the appropriate public
recording official for recordation or (B) in the case of an original Mortgage that has been lost after recordation, a certification
by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original
recorded Mortgage or Assignment of Leases, as the case may be;


 


(C)          
an original Assignment of Mortgage and an original Assignment of Leases, in favor of the Trustee, and in a form that is
complete and suitable for recording in the jurisdiction in which the Property is located to “Wilmington Trust, National Association,
as Trustee on behalf of the registered Holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through


 






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Certificates,
Series 2016-225L and the holders of the Companion Loans, as their interests may appear”, without recourse;


 


(D)          
an original of each Guaranty;


 


(E)           
an original of the Environmental Indemnity;


 


(F)           
an original of the Cash Management Agreement;


 


(G)          
where applicable, a copy of each UCC-1 financing statement (and a copy thereof shall have been sent for filing), together
with a fully completed UCC-2 or UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment
from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property
and other UCC collateral constituting security for repayment of the Trust Loan;


 


(H)          
the lender’s title insurance policy obtained in connection with the origination of the Trust Loan (or marked, signed
commitments to insure or pro forma title insurance policies), together with any endorsements thereto;


 


(I)            
a copy of any letter of credit related to the Trust Loan and any related assignment thereof (with the original to be delivered
to the Servicer);


 


(J)            
a copy of the Ground Lease to which the Borrower is a party, together with any estoppels from the related ground lessors;


 


(K)          
a copy of the Management Agreement;


 


(L)           
an original of the related Assignment of Management Agreement;


 


(M)         
any other material written agreements related to the Trust Loan or any other documents delivered by the lender or the Borrower
in connection with the closing of the Trust Loan or any amendment thereof and any legal opinions delivered in connection with the
closing of the Trust Loan;


 


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


 


(O)          
an original or a copy of the Clearing Account Agreement;


 


(P)           
an original or a copy of the Post-Closing Obligations Agreement;


 


(Q)          
an original or a copy of the Assignment of Agreements;


 


(R)           
a copy of the Master Retail Lease; and


 


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


 






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If the Loan Sellers cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (B), (C) and (G)
above with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the
public filing or recording office where such document or instrument has been delivered for filing or recordation, or because the
timing of the Delivery Date is such that it would not be feasible to obtain such documents from such public filing or recording
office in sufficient time to meet the delivery requirements of this Section 2.1(b), the delivery requirements of this
Section 2.1(b) shall be deemed to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage Loan
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 any Loan Seller to be a true and complete copy of the original thereof
submitted for filing or recording) is delivered to the Trustee (or a Custodian on its behalf) with copies to the Servicer on or
before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate public filing or recording office, in the case of the documents and/or instruments referred to in clauses
(B), (C) and (G) above 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 Trustee (or any Custodian on its behalf), with copies to the Servicer,
within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Loan
Sellers shall reasonably require, so long as the Loan Seller are, as certified in writing to the Trustee no less often than every
90 days, commencing on the 180th day from the Closing Date, attempting in good faith to obtain from the appropriate
public filing office or county recorder’s office such original or photocopy).


 


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


 


The parties hereto acknowledge
that each Trust Loan Purchase Agreement provides that each Mortgage, Assignment of Mortgage, Assignment of Leases and UCC-2 and
UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded, as
applicable, by the Loan Sellers, with instructions to return all such recorded documents, or other evidences of filing issued by
the applicable governmental offices, to the Trustee (or a Custodian on its behalf), with a copy to the Servicer. In the event that
any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing office
or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Loan Sellers are
required to promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording,
as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where
the public recording office retains the original Mortgage, Assignment of Mortgage or Assignment of Leases, if applicable, after
any has been recorded, the obligations of the Loan Sellers under the Trust Loan Purchase Agreement shall be deemed to have been
satisfied upon delivery to the Trustee (or a Custodian on its behalf) of a copy of such Mortgage, Assignment of Mortgage and Assignment
of Leases, certified by the public recording office to be a true and complete copy of the recorded original thereof.


 






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With respect to the Ground
Lease, as soon as reasonably practicable following the Closing Date, but no later than 30 days following the Closing Date, the
Loan Seller shall deliver to the Servicer a form of notice to be delivered by the Servicer to the related ground lessor regarding
the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf and informing such ground lessor that any notices of
default under the Ground Lease should thereafter be forwarded to the Servicer. In connection with the Ground Lease, the Servicer
shall promptly, and in any event within the later of (i) 30 days following the receipt of the foregoing notice from the Loan
Sellers, and (ii) 60 days following the Closing Date, deliver such notice to the related ground lessor.


 


The parties hereto acknowledge
that each Loan Seller will be solely liable for the delivery of its Trust Notes, and that both Loan Sellers will be liable for
the delivery of the remaining documents and instruments constituting the Mortgage Loan File.


 


In the event that any
letter of credit is delivered by the Borrower under the Mortgage Loan Documents, the Servicer shall hold the original of such letter
of credit on behalf of the Trust and the Companion Loan Holders and deliver a copy of such letter of credit to the Trustee.


 


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


 


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


 


(b)           
The execution and delivery of this Agreement by the Trustee shall constitute certification by the Trustee (or a custodian
on its behalf) that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File”
and copies of all allonges thereto (with originals to follow) have been received by the Trustee or a Custodian on its behalf; and
(ii) such original Trust Note has been reviewed by the Trustee or a Custodian on its behalf and (A) appears regular on
its face (handwritten additions, changes or corrections shall not


 






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constitute
irregularities if initialed by the Borrower), (B) appears to have been executed and (C) purports to relate to the Trust
Loan. The Trustee (or a custodian on its behalf) agrees to review or cause to be reviewed the Mortgage Loan File within 30 days
after the Closing Date, and to deliver to the Depositor, the Servicer, the Special Servicer and the Loan Sellers a report (which
report shall also be available in electronic format (including Excel-compatible format) upon request) certifying, subject to any
exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received,
and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded
or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to
the Trust Loan specifically or to the Mortgage Loan. Neither the Trustee nor any Custodian on its behalf shall have any responsibility
for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Trustee nor
any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments
or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or
appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except
to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded
in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually
been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether
the title insurance policies relate to the Property.


 


(c)            
Upon the first anniversary of the Closing Date, the Trustee (or a custodian on its behalf) shall deliver to each of the
other parties hereto a final exception report (which exception report shall also be available in electronic format (including Excel-compatible
format) upon request) as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor
shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related
Loan Seller, as applicable, to (1) repurchase its respective Loan Seller Percentage Interest in the Trust Loan (or the allocable
portion thereof) or (2) indemnify the Trust in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly
related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is
a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) any Defect resulting from
the failure to deliver the document described in clause (i) of Section 2.1(b) and the documents described in clauses
(iii)(B), (H) and (I) of Section 2.1(b) and (y) Defects that cause the Trust Loan to be other than
a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which the Defect
exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan;
(B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or
priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trustee’s
sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or indemnity
payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements.


 


(d)           
If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan
(or the allocable portion of the Trust Loan) because of


 






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a
breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement,
a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives
a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded
to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of
such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to the Depositor
and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may
be delivered by electronic means.


 


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


 


A Repurchase Request
Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or
attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller 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 2.2(d) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1
Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing
Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence:
“This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to
the 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L requiring action by you
as the “Repurchase Request Recipient” thereunder. Upon receipt of such Repurchase Request by the Servicer or the Special
Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect
of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect
to such Repurchase Request.


 


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


 






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


 


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


 


(ii)           
the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
shall not violate the Trustee’s organizational documents or any other material instrument governing its operations, or constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee
or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse
effect on the Trustee’s performance of its obligations hereunder;


 


(iii)          
except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a
co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10,
the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


(v)           
the Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance
and compliance with the terms of this Agreement shall not constitute a violation with respect to, any order or decree of any court
or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America
having jurisdiction, which violation would have consequences that would materially and adversely affect the performance of its
duties hereunder or thereunder;


 


(vi)          
no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for


 






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the
execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to
the Closing Date;


 


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


 


(viii)        
the Trustee is covered by errors and omissions insurance and fidelity bond coverage which is in full force and effect or
otherwise complies with the requirements of Section 8.6(b) hereof; and


 


(ix)          
the Trustee is a Qualified Trustee.


 


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


 


2.4          
Representations and Warranties of the Certificate Administrator. (a) Citibank, N.A., as Certificate Administrator,
hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan
Holders, that as of the Closing Date:


 


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


 


(ii)           
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement shall not violate the Certificate Administrator’s organizational documents or any other material
instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate
Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach
of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s
performance of its obligations hereunder;


 


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


 


(iv)          
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship,


 






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reorganization,
receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of
equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);


 


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


 


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


 


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


 


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


 


(ix)           
the Certificate Administrator is a Qualified Certificate Administrator.


 


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


 


2.5           
Representations and Warranties of the Servicer. (a) Wells Fargo Bank, National Association, as Servicer, hereby represents
and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holders, that as
of the Closing Date:


 


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


 






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


 


(iii)          
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting
the enforcement of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii)
public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;


 


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


 


(v)           
this Agreement has been duly executed and delivered by it;


 


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


 


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


 


(viii)        
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance
with the requirements of Section 3.11 of this Agreement


 


(b)           
The representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholder and the Companion Loan Holders.


 


2.6           
Representations and Warranties of the Special Servicer. (a) Trimont Real Estate Advisors, LLC, as Special Servicer,
hereby represents and warrants to the other parties


 






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hereto,
and for the benefit of the Certificateholders and the Companion Loan Holders, that as of the Closing Date:


 


(i)            
it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of
Georgia; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in
the jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority, power, licenses, permits, franchise, and approvals to execute, deliver, perform and comply with its obligations under
this Agreement;


 


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


 


(iii)          
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting
the enforcement of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii)
public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;


 


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


 


(v)           
this Agreement has been duly executed and delivered by it;


 


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


 


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


 






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(viii)       
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance
with the requirements of Section 3.11 of this Agreement.


 


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


 


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


 


(i)            
the Depositor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of the State
of Delaware, with full power and authority to own its property, to carry on its business as presently conducted, to enter into
and perform its obligations under this Agreement, and to create the trust pursuant hereto;


 


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


 


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


 


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


 


(v)           
there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely
to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body


 






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(A) with
respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment
of the Depositor shall be determined adversely to the Depositor and shall, if determined adversely to the Depositor, materially
and adversely affect its ability to perform its obligations under this Agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)            
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to
Section 2.7(a) and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their
behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates
or the Mortgage Loan.


 


2.8          
Representations and Warranties Contained in the Trust Loan Purchase Agreement. (a) Upon discovery by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty
set forth in Exhibit A to any Trust Loan Purchase Agreement, which representation and warranty was made by the related Loan
Seller in such Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or
(ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto, and upon receipt
of such notice the Certificate Administrator shall use commercially reasonable efforts to cause such or each, as applicable, Loan
Seller, to the extent obligated to do so under the applicable Trust Loan Purchase Agreement, to cure such default or defect, indemnify
the Trust or repurchase such Loan Seller’s respective Trust Notes under the terms of and within the time period specified
by the applicable Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to
conduct any investigation with respect to such matters. It is understood and agreed that (i) any repurchase obligations of any
Loan Seller under the related Trust Loan Purchase Agreement require the applicable Loan Seller to repurchase only its respective
Trust


 






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Notes,
and no Loan Seller shall have any obligation, liability or responsibility with respect to any obligations of the other Loan Seller
and (ii) the obligations of the Loan Sellers referred to in this Section 2.8(a) shall be the sole remedies available
to the Certificateholders or the Certificate Administrator respecting a Material Breach of any representation and warranty made
by the Loan Seller s or a Material Document Defect.


 


(b)           
Upon receipt by the Servicer from a Loan Seller of the applicable Repurchase Price for the applicable Loan Seller Percentage
Interest in the Trust Loan (or in the allocable portion thereof): (i), the Servicer, as applicable, shall deposit such amount in
the Collection Account, and the Trustee shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt
by the Servicer of such Repurchase Price and the deposit of such Repurchase Price into the Collection Account pursuant to this
Section 2.8(b), release or cause to be released to the designee of such Loan Seller (which designee may be such Loan
Seller itself) such Loan Seller’s Trust Notes and, assuming all of the Loan Sellers are repurchasing their respective Loan
Seller Percentage Interests in the Trust Loan (or an allocable portion thereof), release or cause to be released to the designee
of the Loan Sellers the other documents constituting the Mortgage Loan File (in addition to such Loan Seller’s Trust Notes
(or, if applicable, any replacement note(s) evidencing the portion of such Trust Note(s) being repurchased)); (ii) the Trustee
shall execute and deliver to the designee of such Loan Seller (which designee may be such Loan Seller itself) such instruments
of transfer or assignment, in each case without recourse, representation or warranty (except that the Trust Loan (or the applicable
portion thereof) is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such
designee to vest in such designee the Trust Loan (or applicable portion thereof) released pursuant hereto, and the Certificate
Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard to the Mortgage
Loan File (or portion thereof) so released (if and to the extent released in accordance with this Section 2.8(b)); and (iii) assuming
that all of the Loan Sellers are repurchasing their respective Loan Seller Percentage Interests in the Trust Loan (or an allocable
portion thereof), each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall release or cause
to be released to the designee of the Loan Sellers copies of any servicing file or records, escrow payments and reserve funds held
thereby in respect of the Trust Loan (or the allocable portion thereof).


 


(c)            
If the Servicer continues to service the Mortgage Loan under this Agreement pursuant to the terms of the Co-Lender Agreement
following any Loan Seller’s repurchase of its related Loan Seller Percentage Interest in the Trust Loan in accordance with
the terms of the related Trust Loan Purchase Agreement, then the Servicer shall not be required to make any Monthly Interest Payment
Advance with respect to such Loan Seller Percentage Interest in the Trust Loan. To the extent that the Loan Sellers repurchase
the Mortgage Loan as contemplated by Section 8 of the respective Trust Loan Purchase Agreements, unless otherwise agreed to by
each Loan Seller and the Companion Loan Holders, the Mortgage Loan shall continue to be serviced by the Servicer, and if applicable,
the Special Servicer in accordance with the terms of this Agreement, on behalf of the Loan Sellers and the Companion Loan Holders
as a collective whole, until the holder of the controlling note under the Co-Lender Agreement has otherwise notified the Servicer,
the Special Servicer, the Custodian, the Certificate Administrator and the Trustee in writing. Unless otherwise agreed by the Loan
Sellers and the Companion Loan Holders, the Servicer shall be the only Servicer under the Co-Lender


 






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Agreement,
the Special Servicer shall be the only Special Servicer under the Co-Lender Agreement and all servicing and other decisions regarding
the Mortgage Loan shall be made by the Loan Sellers and the Companion Loan Holders as and to the extent set forth in the Co-Lender
Agreement.


 


(d)           
Notwithstanding anything contained herein to the contrary, if any Loan Seller repurchases its respective Loan Seller Percentage
Interest in the Trust Loan pursuant to Section 8 of its Trust Loan Purchase Agreement (such Loan Seller, a “Repurchasing
Loan Seller”), and any other Loan Seller does not repurchase its respective Loan Seller Percentage Interest in the Trust
Loan pursuant to Section 8 of its Trust Loan Purchase Agreement, then (i) the Trust Loan shall continue to be serviced by the Servicer
and, if applicable, the Special Servicer, in accordance with the terms of this Agreement and the Co-Lender Agreement on behalf
of the Repurchasing Loan Seller(s), the Certificateholders and the Companion Loan Holders as a collective whole, and the Servicer
or the Special Servicer, as applicable, shall be the sole representative of the lender(s) under the Mortgage Loan in connection
with any enforcement, bankruptcy or other proceeding, (ii) the Custodian shall retain all portions of the Mortgage File (other
than the Trust Notes relating to each Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan), (iii)
each Repurchasing Loan Seller shall be deemed a Companion Loan Holder and the Trust Notes repurchased by it shall be deemed to
be Companion Loan Notes evidencing Companion Loans, (iv) the Trust Loan shall be deemed to consist solely of that portion of the
Mortgage Loan evidenced by the Trust Notes that remain in the Trust, (v) each Repurchasing Loan Seller shall be entitled to receive
on each Remittance Date such amounts as it is entitled under the Co-Lender Agreement as holder of its repurchased Notes and shall
provide wiring or other remittance instructions for such remittances, (vi) each Repurchasing Loan Seller shall be entitled to receive
any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of
this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect the rights of any Repurchasing
Loan Seller in respect of the Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan without the consent
of such Repurchasing Loan Seller, (viii) the Trustee shall remain the mortgagee of record, (ix) compensation shall be paid to the
Servicer and/or the Special Servicer, as applicable, with respect to each repurchased Note as provided in this Agreement as if
each such Note were a Companion Loan (unless otherwise agreed between the Servicer and/or the Special Servicer, as applicable,
and the applicable Loan Seller), and (x) to the extent this Agreement refers to the “Mortgage Loan File”, such references
shall be construed to mean the Mortgage Loan File for the entire Mortgage Loan (except that references to any Trust Note in favor
of a Repurchasing Loan Seller shall be construed to instead refer to a copy of such Trust Note). Neither the Servicer nor the Trustee
shall make any Monthly Interest Payment Advance or Administrative Advance with respect to any Loan Seller Percentage Interest in
the Trust Loan that has been repurchased as described herein.


 


2.9          
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. (a) The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, (i) the Trustee acknowledges the issuance of (A) the Uncertificated
Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which
is hereby acknowledged, (ii) the


 






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Trustee
acknowledges the contribution of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC, (iii) the Certificate Administrator
acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates, and has caused the Trust to issue the Class UT-R Interest in exchange for the Uncertificated Lower-Tier Interests
and (B) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates,
representing the Class LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges the receipt by it
or its designees of the Regular Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial
ownership of the Upper Tier REMIC.


 


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


 


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


 


		3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN



 


3.1          
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer,
as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property
solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Certificateholders
and the Companion Loan Holders, as a collective whole as if such Certificateholders and the Companion Loan Holders constituted
one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable
judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents,
the Co-Lender Agreement and the Mezzanine Intercreditor Agreement and, to the extent consistent with the foregoing, the following
standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in the same
manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable,
services and administers similar loans and administers foreclosed or other similarly situated properties for third-party portfolios,
giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers
in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence
with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly
situated properties it services and manages, in either case exercising reasonable business judgment, acting in accordance with
applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under
the Mortgage Loan or, if the Mortgage


 






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Loan
comes into and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can
be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Certificateholders
and the Companion Loan Holders (as a collective whole as if the Certificateholders and the Companion Loan Holders constituted
a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Expenses and, any other fees or expenses
and any other amounts due under the Mortgage Loan; and (iii) without regard to:


 


(A)           
any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Restricted
Party, any Loan Seller, the Depositor, any Companion Loan Holder or any of their respective Affiliates;


 


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


 


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


 


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


 


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


 


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


 






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The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as the Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectability of the Mortgage Loan. No provision of this Agreement shall be construed to impose liability on the Servicer
or the Special Servicer for the reason (unless the Servicer or the Special Servicer did not act in accordance with Accepted Servicing
Practices) that any recovery to the Certificateholders in respect of the Mortgage Loan at any time after a determination of present
value recovery is made by the Servicer or the Special Servicer under this Agreement is less than the amount reflected in such determination.


 


The parties hereto acknowledge
and agree that the Servicer and the Special Servicer are each acting as independent contractors and not as agents for the Trustee
and/or the Certificate Administrator.


 


The Servicer shall, on
behalf of the Trust and the Companion Loan Holders, maintain a Note register for the Mortgage Loan in accordance with Section 10.26
of the Mortgage Loan Agreement.


 


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


 






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


 


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


 


(d)          Any
sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall be
deemed to be between the Servicer or Special Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator,
the Depositor, the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust,
the Depositor, the Trustee or the Certificate Administrator to indemnify any such sub-servicer. The Servicer or Special Servicer
is permitted, subject to Accepted Servicing Practices and at its own expense, or to the extent that a particular expense is provided
herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing its obligations under this Agreement.


 


(e)          Notwithstanding
anything herein, each of the initial Servicer and the initial Special Servicer may (i) delegate certain of its duties and obligations
hereunder (such as inspections and appraisals) to third parties or (ii) to an affiliate of the Servicer or the Special Servicer,
as applicable. Such delegation shall not be considered a sub-servicing agreement hereunder, and the requirements and obligations
set forth herein applicable to sub-servicing agreements, sub-servicers or Servicing Function Participants shall not be applicable
to such arrangement. Notwithstanding any such delegation, the Servicer and the Special Servicer shall remain obligated and liable
for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to
the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loan as
required hereby.


 


(f)           In
addition to the foregoing, any sub-servicer engaged by the Special Servicer with respect to the Mortgage Loan shall fulfill all
of the requirements of the Special Servicer set forth under Section 6.4(a)(i)(A) hereof.


 


3.3          Cash
Management Accounts and Reserve Accounts. The Cash Management Accounts and the Reserve Accounts have been or shall be
established pursuant to


 






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 the terms of the Mortgage Loan Agreement and/or the Cash Management Agreement. The Servicer shall
exercise and enforce the rights of the Trust and the Companion Loan Holders with respect to the Cash Management Accounts and
the Reserve Accounts under the Mortgage Loan Agreement and the Cash Management Agreement, and shall make deposits thereto and
withdrawals therefrom, all in accordance with Accepted Servicing Practices and the other terms of this Agreement and the
other Mortgage Loan Documents.


 


3.4         Collection
Account. (a) The Servicer shall establish and maintain or cause to be established and maintained in the name of
“Wells Fargo Bank, National Association, as Servicer on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through
Certificates, Series 2016-225L” and/or “Wells Fargo Bank, National Association, as Servicer on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the Companion Loan Holders with respect to 225 Liberty
Street Trust 2016-225L” one or more deposit accounts (the “Collection Account”) for the benefit of
the Certificateholders and the Companion Loan Holders. The Collection Account shall be an Eligible Account maintained with an
Eligible Institution. The Servicer shall deposit into the Collection Account within one Business Day of receipt of properly
identified and available funds the following amounts representing payments and collections received or made during each
Collection Period on or with respect to the Mortgage Loan:


 


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


 


(ii)         all
payments on account of interest on the Mortgage Loan, including, without limitation, Default Interest;


 


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


 


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


 


(v)         any
Prepayment Fees;


 


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


 


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


 


(viii)      any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of a Loan Seller Percentage Interest in Mortgage Loan


 






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pursuant to Section
2.8 hereof and the applicable Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer
pursuant to Section 3.16 hereof or a sale of a Foreclosed Property pursuant to Section 3.15(e), (3) amounts from
the Approved Mezzanine Lender representing proceeds of its purchase of the Mortgage Loan or cure payments permitted to be made
by such Approved Mezzanine Lender pursuant to the Mezzanine Intercreditor Agreement or (4) amounts payable under the Mortgage Loan
Documents by any Person to the extent not specifically excluded;


 


provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Servicer shall use
commercially reasonable efforts to deposit such amounts into the Collection Account within 1 Business Day of receipt by the Servicer
of any properly identified and available funds but, in any event, the Servicer shall deposit such amounts into the Collection Account
within 2 Business Days of receipt by the Servicer of any properly identified and available funds.


 


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


 


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


 


(c)          On
or prior to each Remittance Date (or, in the case of clause (vi) below, on or prior to the Remittance Date specifically
applicable to the related Companion Loan), prior to the remittance of funds to the Certificate Administrator for deposit in the
Distribution Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account, which withdrawals
shall be the only permitted withdrawals from the Collection Account by the Servicer, as described below (the order set forth below
not constituting an order of priority for such withdrawals unless otherwise indicated):


 


(i)           to
withdraw funds deposited in the Collection Account in error;


 


(ii)          to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each together with unpaid interest
thereon at the Advance Interest Rate;


 






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(iii)         concurrently,
to pay the Servicing Fee to the Servicer (who shall pay the holder of the Excess Servicing Fee Rights the portion of the Servicing
Fee that represents Excess Servicing Fees in accordance with Section 3.17 of this Agreement) and the Certificate Administrator
Fee (including the portion that is the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee the portion of
the Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof);


 


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


 


(v)          to
reimburse the Trustee and the Servicer, in that order, for (A) unreimbursed Advances made by each and not previously reimbursed
from amounts received with respect to the Mortgage Loan during the applicable Collection Period in the form of late payments, Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and other collections on the Mortgage Loan (and other than any Advance that
has been determined to be a Nonrecoverable Advance that has been reimbursed pursuant to clause (ii) above); and (B) unpaid
interest on such Advances at the Advance Interest Rate; provided, however, that, with respect to Advances that are not deemed
to be Nonrecoverable Advances, interest on Advances shall be payable (1) prior to the final liquidation of the Property or the
final payment and release of the Mortgage, only out of Default Interest or late payment charges (or actual payments by the Borrower
to cover such interest on Advances) collected in the related Collection Period, and (2) after the final liquidation of the Property
or the final payment and release of the Mortgage, first out of Default Interest and late payment charges (or actual payments by
the Borrower to cover such interest on Advances) on deposit in the Collection Account, and then out of all other amounts on deposit
in the Collection Account;


 


(vi)         to
remit to each Companion Loan Holder all remaining amounts on deposit in the Collection Account payable to such Companion Loan Holder
pursuant to the Co-Lender Agreement with respect to its Companion Loan(s), exclusive of any amounts reimbursable to the Servicer,
the Special Servicer, the Trustee or the Trust and allocable to such Companion Loan(s) in accordance with the Co-Lender Agreement,
including (A) if a Companion Loan is part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement,
to pay the applicable party to the Other Pooling and Servicing Agreement for any interest accrued on (1) Companion Loan Advances
made thereby and (2) administrative advances, if any, made in respect of the Companion Loan; and (B) to make any other required
payments due under the Co-Lender Agreement to each Companion Loan Holder;


 


(vii)        to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Property and not otherwise covered and paid by an insurance policy or deducted
from the proceeds of liquidation or reimbursed as an Advance;


 






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(viii)       to
pay to the Servicer and the Special Servicer, as Additional Servicing Compensation, any payments under the Mortgage Loan Documents
in the nature of those fees and expenses that constitute Additional Servicing Compensation, to the extent remaining after payment
pursuant to clause (v) above (it being acknowledged that such amounts (other than Default Interest and late payment charges) are
not required to be deposited in the Collection Account and may be retained by the Servicer or the Special Servicer, as applicable,
or paid by the Servicer to the Special Servicer when due to the Special Servicer as set forth in Section 3.17), to the extent
actually received from or on behalf of the Borrower and permitted by (or not otherwise prohibited by) and allocated as such pursuant
to the terms of the Mortgage Loan Documents or this Agreement, and (unless retained as indicated above in this clause (vii))
deposited into the Collection Account by the Servicer;


 


(ix)         to
pay or to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer for any expenses, indemnities
and other amounts (including Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly any other costs
and expenses expressly payable out of the Collection Account or at the expense of the Trust, in any event pursuant to the terms
of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(x)          to
the extent not previously paid or advanced, to pay to the Certificate Administrator for payment (or set aside for eventual payment)
by it of any and all taxes imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities, as
provided in Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s, Servicer’s,
Special Servicer’s, Trustee’s or Certificate Administrator’s, as applicable, negligence, fraud, bad faith or
willful misconduct, then such party that was negligent, acted in bad faith or engaged in fraud or willful misconduct will be required
to indemnify the Trust for the amount of such taxes pursuant to Sections 6.6 and 8.12, as applicable;


 


(xi)        to
pay the CREFC® Licensing Fee to CREFC®, to the extent of funds available in the Collection Account
following the withdrawal of the amounts described in clauses (ii) through (x) above, on the related Remittance Date;
and


 


(xii)       on
each Remittance Date, to remit all funds received during or prior to the related Collection Period and remaining after the withdrawals
specified in clauses (i) through (xi) above to the Certificate Administrator for deposit in the Distribution Account
pursuant to Section 3.5.


 


provided that
(A) Monthly Interest Payment Advances are reimbursable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender
Agreement, (B) Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loans pursuant to
the Co-Lender Agreement, and (C) any payment or reimbursement of any other items specified above under clauses (iv)(b),
(v), (vi) (to the extent of amounts described in clause (vi)(A)), (vii) and (ix) of this Section
3.4(c) shall, as and to the extent provided in the Co-Lender Agreement, be made out of: (1) first, to the maximum
extent permitted under the Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise be


 






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distributable
under the Co-Lender Agreement to the Junior Trust Notes; and (2) second, any remaining amounts on deposit in the Collection
Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Senior Trust Notes and the Companion
Loan Notes, on a pro rata and pari passu basis in accordance with their relative principal balances (except to the
extent that interest on Monthly Interest Payment Advances and/or Companion Loan Advances are allocable to, and payable out of collections
on, the related Senior Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination of the
Junior Trust Notes to the Senior Trust Notes and the Companion Loan Notes.


 


If a Monthly Interest
Payment Advance is made with respect to the Trust Loan, then that Monthly Interest Payment Advance, together with interest on such
Monthly Debt Service Advance, shall only be reimbursed out of future payments and collections on the Trust Loan, but not out of
payments or other collections on the Companion Loans. Likewise, the Certificate Administrator Fee (including the portion that is
the Trustee Fee) shall only be paid out of payments and other collections on the Trust Loan, but not out of payments or other collections
on the Companion Loans.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses (iii),
(iv)(b), (v), (vi), (vii), (viii), (ix) or (x) above of this Section 3.4(c)
if, (1) the item proposed to be withdrawn, if not withdrawn, would be required to be advanced by the Servicer as an Administrative
Advance or covered by a Monthly Interest Payment Advance with respect to such Remittance Date and (2) as a result of such withdrawal,
the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than the Required Advance
Amount (it being understood that the Servicer shall be permitted to make withdrawals in the order of priority specified above up
to the amount on deposit in the Collection Account that would result in funds equaling or exceeding the Required Advance Amount
remaining in the Collection Account). Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts
previously eligible for withdrawal pursuant to clauses (iii), (iv)(b), (v), (vi), (vii), (viii),
(ix) or (x) above of this Section 3.4(c) but
which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation
of the Mortgage Loan or the Property, (2) the final payment of the Mortgage Loan and release of the Mortgage or (3) the determination
that any Advance that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance.


 


The Servicer shall advance
or pay to the Trustee and the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special
Servicer, if applicable, from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the
Trustee and the Certificate Administrator, as applicable, therefrom, promptly upon receipt of certificates of a Servicing Officer
of the Special Servicer, a Responsible Officer of the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
describing the item and amount to which the Special Servicer, the Certificate Administrator or the Trustee, respectively, are entitled
together with any other information reasonably requested by the Servicer. The Servicer may rely conclusively on any such certificate,
shall have no duty to recalculate the amounts stated therein and shall have no liability if the amount paid in reliance thereon
is an amount to which the Special Servicer, the Certificate Administrator or the Trustee, as applicable, is not entitled.


 






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On the Remittance Date
for each Companion Loan, the Servicer shall remit to the related Companion Loan Holder the amounts contemplated to be payable thereto
on such date as contemplated by clause (vi) of the first paragraph of this Section 3.4(c).


 


(d)          On
each Remittance Date, the Servicer shall withdraw from the Collection Account all funds received during or prior to the related
Collection Period and remaining after the withdrawals specified in clauses (i) through (xi) of the first paragraph
of Section 3.4(c) and shall remit such funds to the Certificate Administrator for deposit in the Distribution Account pursuant
to Section 3.5.


 


(e)          If
the Servicer makes any reimbursement or payment out of the Collection Account to cover any related Companion Loan Holder’s
share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with
respect to the Mortgage Loan, then the Servicer (prior to the occurrence of a Special Servicing Loan Event) and the Special Servicer
(following the occurrence of a Special Servicing Loan Event) shall use efforts consistent with the Accepted Servicing Practices
to collect such amount out of collections on such Companion Loan or, if and to the extent permitted under the related Co-Lender
Agreement, from such Companion Loan Holder.


 


3.5          Distribution
Account. (a) The Certificate Administrator shall establish and maintain in the name of the “Citibank, N.A., as
Certificate Administrator for the benefit of Wilmington Trust, National Association, as Trustee, and the registered holders
of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L”, a deposit
account (the “Distribution Account”), which shall be deemed to include the Lower-Tier Distribution Account
and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account for the benefit of the
Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account shall be
an Eligible Account maintained with an Eligible Institution. On each Remittance Date, the Servicer shall transfer from the
Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account all funds received
during or prior to the related Collection Period and remaining on deposit therein, after giving effect to the withdrawals
made pursuant to clauses (i) through (xiii) of Section 3.4(c). The Certificate Administrator shall
credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. The Certificate
Administrator shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates
pursuant to Section 4.1. Upon receipt of the Initial Interest Deposit, the Certificate Administrator shall deposit
such amount in the Distribution Account for distribution on the first Distribution Date.


 


Amounts held in the Distribution
Account shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates pursuant to Section
4.1 and Section 4.3.


 


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


 






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(i)           concurrently,
to pay the Certificate Administrator Fee (including the portion that is the Trustee Fee) to the Certificate Administrator (who
shall pay the Trustee the portion of the Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5
hereof), but only from any Monthly Interest Payment Advance and only to the extent that such amounts are not paid out of the Collection
Account pursuant to Section 3.4(c);


 


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


 


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


 


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


 


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


 


(i)           to
withdraw amounts deposited in error;


 


(ii)          to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1, Section 4.3 or Section 10.1 as applicable; and


 


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


 


(d)          The
Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”) in
the name of the “Citibank, N.A., as Certificate Administrator for the benefit of Wilmington Trust, National Association,
as Trustee, and the registered holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series
2016-225L”. The Interest Reserve Account shall be an Eligible Account maintained with an Eligible Institution, and may be
a sub-account of the Distribution Account. On each Distribution Date occurring in any February and on any Distribution Date occurring
in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution
Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal to one day’s net interest
collected on the principal balance of the Trust Loan as of the related Payment Date occurring in the month preceding the month
in which such Distribution Date occurs, calculated at the Mortgage Loan Interest Rate with respect to the Trust Loan less the Administrative
Fee Rate, to the extent such funds are on deposit on the applicable Payment Date or an advance is made in respect of the Payment
Date (all amounts so deposited in any consecutive January and February, “Withheld Amounts”). On each Remittance
Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator
shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February,
if any, and deposit


 






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such amounts into the Distribution Account for distribution with respect to the Series FX Certificates.


 


3.6          Foreclosed
Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) on behalf of the Trust for the benefit of the Certificateholders in the
name of “Trimont Real Estate Advisors, LLC, as Special Servicer on behalf of Wilmington Trust, National Association, as
Trustee for the benefit of the registered Holders of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through
Certificates, Series 2016-225L, and the Companion Loan Holders, as their interests may appear” related to the
Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the
Certificateholders and the Companion Loan Holders. Each Foreclosed Property Account shall be an Eligible Account maintained
with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within one Business Day
of receipt all funds collected and received in connection with the operation or ownership of such Foreclosed Property. On or
before the last day of each Collection Period, the Special Servicer shall withdraw the funds in any Foreclosed Property
Account, net of certain expenses and/or reserves (the amount of such reserves determined in the Special Servicer’s
reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a). The Special
Servicer shall notify the Certificate Administrator in writing of the location and account number of each Foreclosed Property
Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


3.7          Appraisal
Reductions. (a) Within 60 days after the occurrence of an Appraisal Reduction Event with respect to the Mortgage Loan,
the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator and, during any Control Period
and any Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event, (ii)
use commercially reasonable efforts to obtain an independent Appraisal of the Property unless an Appraisal was performed
within 12 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material adverse change
in the market or condition or value of the Property and (iii) determine on the basis of such Appraisal(s) whether there
exists any Appraisal Reduction Amount and, if so, give notice thereof to the Servicer, the Trustee, the Companion Loan
Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special
servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of
obtaining such Appraisals shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless
it would constitute a Nonrecoverable Advance, and in such case, as an expense of the Trust. Updates of such Appraisals shall
be obtained by the Special Servicer every twelve months for so long as an Appraisal Reduction Event exists and will be paid
for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer
determines that such Advance would constitute a Nonrecoverable Advance), and the Appraisal Reduction Amount shall be adjusted
accordingly and if required in accordance with any such adjustment, each Class of Certificates that has been notionally
reduced as a result of Appraisal Reduction Amounts shall have its related Certificate Balance notionally restored to the
extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether
a Control Period, a Consultation Period or a Consultation Termination Period is then in effect. The Servicer shall provide by
electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control
as


 






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reasonably requested in writing by the Special Servicer within two Business Days of any request to permit the Special
Servicer to calculate or to recalculate the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the
Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in
accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the
Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis
(in accordance with the relative principal balance of such Senior Notes).


 


Any such Appraisal obtained
under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator,
the 17g-5 Information Provider and, during any Control Period and any Consultation Period, the Controlling Class Representative,
in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons
pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s
Website.


 


(b)          While
an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances with
respect to delinquent payments of interest on the Trust Loan shall be reduced as provided in Section 3.23(a); and (ii) the
existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates
as provided in Section 3.7(c) and (y) whether a Control Period is or is not then in effect as provided in the definition
thereof.


 


(c)          The
Certificate Balance of each Class of the Principal Balance Certificates shall be notionally reduced (solely for purposes of determining
(x) the Voting Rights of the related Classes in certain limited circumstances as described in this Agreement, and (y) whether a
Control Period or Consultation Period is or is not then in effect), on any Distribution Date to the extent of any Appraisal Reduction
Amount in respect of the Trust Loan allocated to such Class on such Distribution Date. The Appraisal Reduction Amount for any Distribution
Date allocable to the Trust Loan shall be applied to notionally reduce the Certificate Balances of the Principal Balance Certificates
in the following order of priority: first, to the Class F Certificates; second, to the Class E Certificates; third,
to the Class D Certificates; fourth, to the Class C Certificates; and fifth, to the Class B Certificates provided
in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero. Appraisal Reduction
Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.


 


(d)          With
respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or
Foreclosed Property, as applicable, will be determined on an “as is” basis.


 


(e)          If
(i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal has been obtained or conducted
with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal
Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may
be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of the Property or
Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for the


 






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Property or Foreclosed
Property, as the case may be, contemplated by the immediately preceding clause (ii), within 60 days after the Appraisal Reduction
Event has occurred, then (x) until a new Appraisal is conducted with respect to the Property or Foreclosed Property, as the case
may be, as to which a new Appraisal is required, the Appraisal Reduction Amount shall be equal to 25% of the unpaid principal balance
of the Mortgage Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property
or Foreclosed Property, as the case may be, as to which an Appraisal is required, the Appraisal Reduction Amount shall be recalculated
in accordance with the definition of Appraisal Reduction Amount. Notwithstanding the foregoing, deemed Appraisal Reduction Amounts
imposed pursuant to clause (x) of the preceding sentence shall not be allocated to any Class of Certificates for purposes
of determining whether a Class of Control Eligible Certificates is an Appraisal-Reduced Class, whether a Control Period is or is
not then in effect, or the allocation of Voting Rights for certain purposes.


 


(f)           During
any Control Period and during any Consultation Period, the Special Servicer shall consult with the Controlling Class Representative
in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation
will be binding until such time as a new determination is made based on a new appraisal obtained as a result of the exercise of
the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. Any Class of
Control Eligible Certificates, if and when it is reduced to less than 25% of its initial Certificate Balance (taking into account
the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) is referred to as
an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of the Appraisal-Reduced
Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special
Servicer to order a second Appraisal in respect of the related Appraisal Reduction Event that has occurred with respect to the
Mortgage Loan, and use reasonable efforts to cause such second Appraisal to be delivered within 60 days from receipt of the Requesting
Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of
such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second
Appraisal. If required by any such recalculation, a Control Period may be reinstated and the applicable Appraisal-Reduced Class
may be reinstated as the Controlling Class.


 


(g)          In
addition, the holders of the majority (by Certificate Balance) of the Appraisal-Reduced Class will have the right, from time to
time, in their sole and absolute discretion and at their sole expense, to present to the Special Servicer one or more Appraisals
(prepared by an Independent Appraiser) of the Property following an Appraisal Reduction Event; provided, that such holders
of such Appraisal-Reduced Class may not present more than five Appraisals of the Property in a calendar year; and, provided,
further, however, that such holders of the Appraisal-Reduced Class may present an Appraisal of the Property at any
time without regard to the limitation in the preceding proviso upon the occurrence of any material change in the Property or with
respect to the Mortgage Loan; and, provided, further, however, that any such Appraisal must be acceptable
to the Special Servicer in accordance with Accepted Servicing Practices. Upon receipt of each such additional Appraisal, the Special
Servicer shall be required, in accordance with the Accepted Servicing Practices, to recalculate the Appraisal Reduction Amount
based upon such other Appraisal. If required by any such recalculation, the applicable Appraisal-Reduced Class shall be reinstated
as the Controlling Class. In each case,


 






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Appraisals that are delivered by any Appraisal-Reduced Class shall be in addition to any
Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Accepted Servicing Practices upon
the occurrence of a material change at the Property or that the Special Servicer is otherwise required or permitted to order under
this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained
in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations occurring
since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of the Property
contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions)
delivered to the Special Servicer (including any Appraisal delivered by any holder of a certificate of an Appraisal-Reduced Class)
in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause the subject Class
of Control Eligible Certificates to become an Appraisal-Reduced Class.


 


(h)          Upon
becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging
the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described
above), the applicable Class of Control Eligible Certificates may not exercise any rights of the Controlling Class until such time,
if any, as such Class is reinstated as the Controlling Class. As such, a Consultation Period or a Consultation Termination Period,
as the case may be, shall be in effect until such reinstatement, and upon such reinstatement a Control Period shall be restored
and the applicable Appraisal-Reduced Class shall be entitled to exercise the rights of the Controlling Class.


 


3.8          Investment
of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the
Foreclosed Property Accounts the Special Servicer may direct any depository institution maintaining the Collection Account or
Foreclosed Property Account and any Reserve Account (to the extent interest is not payable to the Borrower), respectively
(each Collection Account, the Foreclosed Property Account and/or Reserve Account, for purposes of this Section 3.8, an
“Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments
that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day
preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement.
Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account
shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to
the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such)
or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the
Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to
any Foreclosed Property Accounts) over each such investment and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special
Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to
the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions
of the Servicer or the Special Servicer or any losses resulting therefrom, whether from


 






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Permitted Investments or otherwise.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer and the Special Servicer, as applicable, shall:


 


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


 


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


 


(b)          All
net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the extent
not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement.
All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit
of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve Accounts (except in the case of any such
loss with respect to a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower under the
terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer,
as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such
loss.


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer,
as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action,
the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section
3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special
Servicer, as applicable, in connection therewith.


 


(d)           Notwithstanding
the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer,
the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment
of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency
of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company
satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made
and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not an Affiliate of the Servicer,
the Special Servicer or the Certificate Administrator, as applicable, and (iii) such loss is not the result of fraud, negligence,
bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided,
however, that neither the Trustee nor the Certificate Administrator shall have any responsibility or liability


 






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with respect
to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted
Investments or otherwise.


 


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


 


3.10       Appointment
of Special Servicer. (a) Trimont Real Estate Advisors, LLC is hereby appointed as the initial Special Servicer to service
the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of
the Special Servicer hereunder.


 


(b)          If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Sections 7.1 and 7.2. The Trustee or the Certificate Administrator shall, promptly after receiving notice
or otherwise gaining actual knowledge of any such removal, so notify the Servicer and the Companion Loan Holders, and after the
Certificate Administrator posts such notice on the Certificate Administrator’s Website, so notify each Rating Agency. The
appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, that the initial Special Servicer specified above shall
not be liable for any actions or any inaction of any such successor Special Servicer. No termination fee shall be payable to the
terminated Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective
until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer shall be
deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis as of the date
of its succession. In addition, the Person accepting such assignment and delegation shall constitute a Qualified Replacement Special
Servicer. A “Qualified Replacement Special Servicer” is a replacement special servicer that satisfies all of
the eligibility requirements


 






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applicable to special servicers in this Agreement (including, without limitation, the requirements
of Section 6.4(a)(i) except as otherwise provided in Section 7.1(d) with respect to a Special Servicer appointed
by the Controlling Class Representative during a Control Period).


 


The terminated Special
Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its
termination and other amounts payable to it (including indemnification payments).


 


(c)          Upon
determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof
to the Special Servicer, the Trustee, the Companion Loan Holders and the Certificate Administrator, and the Servicer shall use
its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting
the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five Business Days of the date
that a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator
of the Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, upon the occurrence and during
the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the
receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer
shall instruct the Borrower to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall
forward any notices it would otherwise send to the Borrower under the Mortgage Loan to the Special Servicer who shall send such
notice to the Borrower while a Special Servicing Loan Event has occurred and is continuing. The Servicer (or, while a Special Servicing
Loan Event has occurred and is continuing, the Special Servicer) shall provide the Approved Mezzanine Lender all default-related
notices required under the Mezzanine Intercreditor Agreement, including, without limitation, in connection with any cure rights
or purchase option.


 


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


 


(e)          In
making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special
Servicer shall provide to the Certificate Administrator originals of documents entered into between the Special Servicer and the
Borrower or otherwise in the Special Servicer’s possession or under its control following the occurrence of the Special Servicing
Loan Event in connection therewith that are required to be included within the definition of “Mortgage Loan File”
for inclusion in the Mortgage Loan File (to the extent such documents are in the possession of the Special Servicer) and copies
of any additional related Mortgage Loan information, including correspondence with the Borrower, and


 






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the Special Servicer shall
promptly provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by
or for the benefit of the Special Servicer, provided that, such materials shall not include any Privileged Information.


 


(f)          During
any period in which a Special Servicing Loan Event is continuing with respect to the Mortgage Loan, no later than the Business
Day preceding each date on which the Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator,
the Special Servicer shall deliver to the Servicer a written statement (or, if applicable, one or more CREFC® Reports
that contain(s) the information set forth in clauses (i) and (ii) of this Section 3.10(f) below) describing (i) the amount
of all payments on account of interest received on the Mortgage Loan, the amount of all payments on account of principal received
on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount
of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or net loss, as determined from
management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any rental income that does not constitute rents from real property with respect to, the Foreclosed Property, in each case in
accordance with Section 3.15 and (ii) such additional information relating to the Mortgage Loan as the Servicer, the Certificate
Administrator or the Trustee reasonably requests to enable it to perform its duties under this Agreement.


 


(g)          Notwithstanding
the provisions of the preceding Section 3.10(c), the Servicer shall maintain ongoing payment records with respect to the
Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform
its duties under this Agreement.


 


(h)          Within
60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset Status Report”)
for the Mortgage Loan and deliver such report (in a format reasonably acceptable to the recipients and the Special Servicer) to
the Controlling Class Representative (during any Control Period and any Consultation Period or any Consultation Termination Period),
the Companion Loan Holders, the Servicer and the Certificate Administrator, and to the 17g-5 Information Provider, in accordance
with Section 8.14(b) (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section
8.14(b)). Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(viii)       a
description of any actions taken or proposed actions to be taken by the Special Servicer with respect to the Mortgage Loan;


 


(ix)         the
alternative courses of action considered by the Special Servicer in connection with any actions taken or proposed actions to be
taken by the Special Servicer with respect to the Mortgage Loan;


 


(x)          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; and an analysis of whether or
not taking such 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 (including
the applicable discount rate used) and all related assumptions;


 


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


 


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


 


The Special Servicer
shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator,
a proposed notice to Certificateholders that shall include a summary of any Final Asset Status Report (which shall be a brief summary
of the current status of the Property and strategy with respect to the resolution and work-out of the Mortgage Loan), and the Certificate
Administrator shall post such summary (but not the Asset Status Report) on the Certificate Administrator’s Website pursuant
to Section 8.14(b); (y) and shall deliver such summary of any Final Asset Status Reports to the 17g-5 Information Provider
(who shall post such summary to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)); and (z) implement
the applicable Final Asset Status Report in the form delivered to the 17g-5 Information Provider pursuant to the first paragraph
of this Section 3.10(h).


 






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The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and, following the prompt delivery of such modified
Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider,
which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b),
implement such report.


 


If during any Control
Period (i) the Controlling Class Representative affirmatively approves in writing an Asset Status Report or (ii) after ten Business
Days from receipt of an Asset Status Report, together with all information in the possession of the Special Servicer that is reasonably
necessary for the Controlling Class Representative to make a decision regarding the Asset Status Report, the Controlling Class
Representative does not object to such Asset Status Report, then the Special Servicer shall take the recommended actions described
in the Asset Status Report. Within ten Business Days after receipt of an Asset Status Report, together with all information reasonably
requested by the Controlling Class Representative in the possession of the Special Servicer that is reasonably necessary to make
a decision regarding the Asset Status Report, the Controlling Class Representative may object to such Asset Status Report.


 


During any Control Period,
if the Controlling Class Representative objects to an Asset Status Report within the above-referenced ten Business Day period,
then the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than 30
days after the objection to the Asset Status Report by the Controlling Class Representative. During any Control Period, the Special
Servicer shall revise such Asset Status Report as provided in the prior paragraph until the earlier of (a) the delivery
by the Controlling Class Representative of an affirmative approval in writing of such revised Asset Status Report, and (b) the
failure of the Controlling Class Representative to disapprove such revised Asset Status Report in writing within ten Business Days
of its receipt thereof; provided that the Special Servicer may take actions with respect to the Property before the expiration
of such ten Business Day period if the Special Servicer reasonably determines that failure to take such action before the expiration
of such ten Business Day period would violate the Accepted Servicing Practices.


 


During any Control Period,
if the Controlling Class Representative has timely objected as required hereunder, but has not approved or been deemed to approve
any revised Asset Status Report within 90 days from the submission of the initial Asset Status Report, then the Special Servicer
and the Controlling Class Representative will use reasonable efforts to negotiate a mutually agreeable Asset Status Report during
the next 30 days, and if they are unable to reach an agreement within such 30-day period, the Special Servicer will take the action
recommended in its most recently submitted Asset Status Report, provided, that such action does not violate Accepted Servicing
Practices. The Asset Status Report and all modifications thereto shall be prepared in accordance with the Accepted Servicing Practices.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised
report so long as such revised report has been prepared, reviewed and either approved or not rejected as provided above. Each of
the Controlling Class Representative (during any Consultation Period) and any Companion Loan Holder (at any time) shall be entitled
to consult (on a non-binding basis) with the Special Servicer and propose alternative courses of action in respect of any Asset
Status Report. During such respective periods, the Special Servicer shall consider such alternative


 






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courses of action and any other
feedback provided by the Controlling Class Representative or any Companion Loan Holder, as applicable. The Special Servicer may
revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account
any input and/or recommendations of (i) the Controlling Class Representative during a Consultation Period but prior to a Consultation
Termination Period, and (ii) any Companion Loan Holder, but, in the case of clause (i) above, only to the extent the Special Servicer
determines that Controlling Class Representative’s input and/or recommendations are consistent with Accepted Servicing Practices
and in the best interest of the Certificateholders and the Companion Loan Holders, taking into account the interests of all of
the Certificateholders and the Companion Loan Holders as a collective whole.


 


The Special Servicer
may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would
be required in order to act in accordance with the Accepted Servicing Practices. During any Control Period or any Consultation
Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above,
the Special Servicer shall promptly notify the Controlling Class Representative of such inconsistent action and provide a reasonably
detailed explanation of the reasons therefor.


 


The Special Servicer
shall deliver to the Servicer, the Controlling Class Representative (during any Control Period and any Consultation Period), the
17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website) and, subject
to Section 4.5, each Rating Agency a copy of each Final Asset Status Report, in each case with reasonable promptness following
the adoption thereof and in an electronic format reasonably acceptable to the parties. Notwithstanding anything herein to the contrary:
(i) the Special Servicer and the Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or
approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative
and before a replacement is selected and/or identified; and (ii) no advice, direction or objection from or by the Controlling Class
Representative or any Companion Loan Holder, as contemplated by Section 9.3 or pursuant to or as contemplated by any provision
of this Agreement, the Co-Lender Agreement or the Mezzanine Intercreditor Agreement, may (and the Special Servicer or the Servicer,
as applicable, shall ignore and act without regard to any such advice, direction or objection that the Special Servicer or the
Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer
or the Servicer, as applicable, to violate applicable law, the terms of the Mortgage Loan Documents, the Co-Lender Agreement, the
Mezzanine Intercreditor Agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s
obligation to act in accordance with the Accepted Servicing Practices, (B) result in the imposition of federal income tax on the
Trust, cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, (C) expose the Trust, any Certificateholder,
any Companion Loan Holder, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any
of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability
or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or
the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.


 






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(i)           During
the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower and,
subject to the rights of the Controlling Class Representative (during any Control Period and any Consultation Period), take any
actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.


 


(j)           Upon
request of any Certificateholder (or any Beneficial Owner, if applicable), which constitutes a Non-Restricted Privileged Person
and which shall have provided the Certificate Administrator with an Investor Certification substantially in the form of Exhibit
K-1, the Certificate Administrator shall mail or transmit electronically, without charge, to the address specified in such
request a copy of the most current Asset Status Report. Notwithstanding anything to the contrary in this Agreement, a Certificateholder
(or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator with an Investor Certification
substantially in the form of Exhibit K-2, shall only be entitled to receive a copy of the most current Distribution Date
Statements and no other reports from the Certificate Administrator’s Website.


 


(k)          In
addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer
shall prepare and deliver to the Servicer the CREFC Special Servicer Loan File with respect to the Mortgage Loan.


 


3.11        Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall, consistent with Accepted Servicing
Practices and the Mortgage Loan Documents, use efforts consistent with Accepted Servicing Practices to cause the Borrower to
maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such
insurance is available at commercially reasonable rates, and to the extent the Trustee, as mortgagee, has an insurable
interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower
under the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the
Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special
Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the
Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and
only if the Special Servicer (subject to the consent of the Controlling Class Representative during any Control Period) has
determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of
the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an
Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance
pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the
Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed
Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower
shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall
be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance
that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special


 






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Servicer, as
applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust).


 


(b)          The
Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain with
respect to the Property referred to in subsection (a) of this Section. The cost of any such insurance with respect
to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by
the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. Any such insurance (other
than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)
that is required to be maintained with respect to a Foreclosed Property shall only be so required to the extent such insurance
is available at commercially reasonable rates and the Trustee or other applicable party on behalf of the Trust and the Companion
Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in
respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request,
make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make
such Advance, the Trustee (within five Business Days of its receipt of notice of the Servicer’s failure to make such Advance)
shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall
be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable
interest and the availability of such insurance at commercially reasonable rates.


 


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


 


(d)          Each
of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout
the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) an insurance company
whose claims paying ability is rated at least “A-” by S&P and “A (low)” by DBRS or, if not then rated
by S&P or DBRS, either (x) an equivalent rating by at least two NRSROs or (y) “A:X” by A.M. Best Company, Inc.,
or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the
ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency


 






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Confirmation provided
to each of the Trustee and the Certificate Administrator) covering the Servicer’s or Special Servicer’s, as applicable,
officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement.
Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly
from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special
Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that
is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such
coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that
would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering
the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases
to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Notwithstanding
the foregoing, with respect to the initial Special Servicer, if and for so long as it is acting as the Special Servicer, coverage
in the amount of $10,000,000 that otherwise meets the requirements described above in this Section 3.11(d) shall be deemed acceptable.


 


Both the Servicer and
Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket
fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d).
In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be
required to obtain a comparable replacement bond or policy.


 


In lieu of the foregoing,
but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through
its parent with respect to such risks so long as its (or its immediate or remote parent’s) long-term unsecured debt or deposit
account is rated at least “A-” or its equivalent by S&P and “A (low)” by DBRS or, if not then rated
by S&P or DBRS, either (x) an equivalent rating by at least two NRSROs or (y) “A:X” by A.M. Best Company, Inc.


 


(e)          No
provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve
the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Certificateholder, and the
Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s
behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The
Certificate Administrator shall make any such certificate of insurance available to the requesting Certificateholder on a confidential
basis.


 


3.12        Procedures
with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a) Upon a Mortgage Loan Event of Default, the
Special Servicer on behalf of the Trust and the Companion Loan Holders (subject to consent of the Controlling Class
Representative during any Control Period, consultation with the Controlling Class


 






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Representative during any Consultation
Period, and subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing Practices), shall
promptly pursue the remedies set forth in the Mortgage Loan Documents, including foreclosure or otherwise realization on the
Property and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable
Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the
Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If
such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection
Account if consistent with Accepted Servicing Practices.


 


(b)          Such
proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives
such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which
the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does
not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute
a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).


 


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


 


(d)          Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and
thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to such item that would
cause the Trustee, on behalf of the Trust, or any Companion Loan Holder to be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law,
unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust by an independent
person who regularly conducts site assessments for purchasers of comparable properties, that (i) the Property is in compliance
with applicable Environmental Laws or that taking the remedial


 






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actions necessary to comply with such laws is reasonably likely
to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances known to
the Special Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation,
or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present
value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information
Provider in electronic format and the 17g-5 Information Provider shall make such report available to the Rating Agencies and NRSROs
pursuant to Section 8.14(b).


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest
of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted
a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions
described in the immediately preceding paragraph, then subject to the rights of the Controlling Class Representative to
consent to and/or consult in respect of such action, as applicable, pursuant to the terms hereof and subject to the rights of the
Approved Mezzanine Lender, if applicable, the Special Servicer shall take such proposed action.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. If
such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account
if consistent with Accepted Servicing Practices.


 


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


 


(f)           Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust any personal
property (including any Collateral consisting of franchise agreements, intellectual property or equity interests in any entity
or other non-real property Collateral) pursuant to this Section 3.12 unless:


 


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


 


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


 






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(g)          Notwithstanding
any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan and cancellation of
the Mortgage Loan, the Mortgage Loan shall, in whole or in part (to the extent allocable to the Property that has become a Foreclosed
Property), be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for purposes of the application
of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as
the Mortgage Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Mortgage
Loan immediately after any discharge is equal to the unpaid principal balance of the Mortgage Loan immediately prior to such discharge
and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b).


 


(h)          The
Special Servicer shall notify the Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS and
shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect
to the Mortgage Loan which is abandoned or foreclosed, and the Servicer shall report to the IRS and the Borrower, in the manner
required by applicable law, such information, and the Servicer shall report, via IRS Form 1099A and/or Form 1099C, all acquisition
and abandonment of secured property and/or forgiveness of indebtedness, as applicable, to the extent such information has been
provided to the Servicer by the Special Servicer. Upon request, the Servicer shall deliver a copy of any such report to the Trustee
and the Certificate Administrator.


 


3.13        Trustee
to Cooperate; Release of Items in Mortgage Loan File.  From time to time and as appropriate for the servicing of the
Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon request of the
Servicer or the Special Servicer and delivery to the Certificate Administrator of a receipt for release in the form of Exhibit
B hereto, release or cause its Custodian to release any items from the Mortgage Loan File to the Servicer or the Special
Servicer, as the case may be, within the lesser of (i) seven calendar days and (ii) five Business Days of its receipt of the
related receipt for release, and the Trustee shall execute such documents furnished to it as shall be necessary to the
prosecution of any such proceedings. Such receipt for release shall obligate the Servicer or the Special Servicer to (and the
Servicer or the Special Servicer, as applicable, shall) return such items to the Certificate Administrator (or any other
Custodian on its behalf) when the need therefor by the Servicer or the Special Servicer no longer exists. Neither the
Certificate Administrator nor the Custodian shall have any responsibility or duty with respect to any Mortgage Loan Files
while not in its physical possession (provided that such Mortgage Loan Files were properly released in accordance with this
Agreement), it being understood and agreed that possession by the Custodian of any Collateral Security Documents shall not be
imputed to the Custodian at any time such Collateral Security Documents have been properly released pursuant to the terms
hereof.


 


3.14        Title
and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the
Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed,
certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the
Holders of 225 Liberty Street Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, or its nominee (which
shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated
pursuant to Section 8.10.


 






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


 


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


 


(c)          The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific
requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any
Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the
Companion Loan Holders constituted a single lender) on such terms as are appropriate and necessary for the efficient liquidation
of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices.
The Special Servicer shall cause, in accordance with Accepted Servicing Practices, any Foreclosed Property to be administered so
that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times. The Special Servicer
shall cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property
to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B).


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(ii)          any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer
pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any
such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon
as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property
Account; and


 


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


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent
Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO
Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(vii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the
obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer
in connection herewith shall qualify as Property Protection Advances.


 






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


 


3.15        Sale
of Foreclosed Property. (a) In the event that title to the Property or other collateral securing the Mortgage Loan is
acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of
the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the
deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall
not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated
pursuant to Section 8.10. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any
Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later
than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15.


 


(b)          [RESERVED]


 


(c)          Subject
to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest cash
offer for Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal
to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence of any such offer, the Special
Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on
Appraisals obtained within the last nine months. If the highest offeror is an Interested Person or any Certificateholder, then
the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the
Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder
constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan
matters with at least five (5) years’ experience in valuation of or investment in properties `similar to the Foreclosed Property,
which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash
offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates
any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee
in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s
determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust. Notwithstanding the foregoing
and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher
cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would


 






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be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole, as if such Certificateholders
and Companion Loan Holders constituted a single lender) (as a collective whole), and the Special Servicer may accept a lower cash
offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective
whole, as if such Certificateholders and Companion Loan Holders constituted a single lender).


 


(d)          Subject
to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the
Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be
without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan
Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Certificateholder
or Companion Loan Holders with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


 


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


 


(f)          Within
30 days of the sale of a Foreclosed Property or within the Collection Period in which the sale of a Foreclosed Property occurred,
the Special Servicer shall provide to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of
accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses
(i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation,, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition
of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect
to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and
(v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request.


 


(g)          The
Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section
6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P
of the Code.


 


3.16        Sale
of the Mortgage Loan.


 


(a)          (i) Within 60 days after the
occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be
required to be received


 






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within that 60-day period) an Appraisal for the Property. The Servicer shall promptly notify in
writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders and the Controlling
Class Representative (during any Control Period and any Consultation Period) of the occurrence of such Special Servicing Loan
Event, and the Special Servicer shall, within the time period specified in the Mezzanine Intercreditor Agreement (and if no
time period is specified therein, no later than five Business Days after receipt of such notice), so notify the Approved
Mezzanine Lender of the occurrence of such Special Servicing Loan Event which notice results in the trigger of the Approved
Mezzanine Lender’s purchase option rights under the Mezzanine Intercreditor Agreement. Upon delivery by the Special
Servicer of the notice described in the preceding sentence, subject to the right, if any, of the Approved Mezzanine Lender to
purchase the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement, the Special Servicer may offer to sell to any
Person the Mortgage Loan or the Special Servicer (or an Affiliate thereof) may offer to purchase the Mortgage Loan, if and
when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be
made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and
the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single
lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Companion Loan Holders,
the Certificate Administrator and the Controlling Class Representative (during any Control Period and any Consultation
Period) not less than five Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the
Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for
the Mortgage Loan in an amount at least equal to the sum of (a) the Repurchase Price, with respect to the Trust Loan, and (b)
without duplication, an equivalent amount, with respect to each Companion Loan (such sum, the “Mortgage Loan
Purchase Price“) or, if it has received no offer at least equal to the Mortgage Loan Purchase Price, the Special
Servicer may, at its option, purchase the Mortgage Loan at such Mortgage Loan Purchase Price. Any Appraisal obtained pursuant
to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format,
and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section
8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan,
subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.


 


(ii)          In
the absence of any offer at least equal to the Mortgage Loan Purchase Price (or purchase by the Special Servicer for the Mortgage
Loan Purchase Price), and, provided, that the Mortgage Loan is in default, the Special Servicer shall accept the highest
cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the
highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any
of its Affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates),
any Borrower Restricted Party, any independent contractor engaged by the Special Servicer, a holder of an Approved Mezzanine Loan,
an Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or
the trustee for an Other Securitization Trust, a Companion Loan Holder (except to the extent described below), or any known affiliate
of any of them (any such person, an “Interested Person”). The Trustee (based upon, among


 






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other things, the Appraisals
ordered pursuant to the preceding clause (i) (the cost of which shall be paid by the Servicer as a Property Protection Advance)
and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror
is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to
the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the
Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the Mortgage Loan,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such
determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s determination
that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.


 


(iii)         The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the Certificates and the
Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single
lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices,
that the acceptance of such offer would be in the best interests of the Holders of the Certificates and the Companion Loan Holders
(as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable), provided, that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell the Mortgage Loan prior to the
Rated Final Distribution Date.


 


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


 


(b)          The
right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall
terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or
effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event
has ceased pursuant to the terms of this


 






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Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting
the terms of the work-out arrangement, (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off)
or (iv) the Approved Mezzanine Lender has exercised any purchase option set forth in the Mezzanine Intercreditor Agreement.


 


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


 


(d)          During
any Control Period and any Consultation Period, any sale of the Mortgage Loan for less than the Repurchase Price shall be subject
to the right of the Controlling Class Representative to match the price at which the Mortgage Loan is to be sold and purchase the
Mortgage Loan instead of the original offeror (the “Controlling Class Right of First Refusal”). The Controlling
Class Right of First Refusal with respect to the Mortgage Loan may be exercised by providing written notice of the Controlling
Class Representative’s election to exercise such option to each party to this Agreement. The Controlling Class Right of First
Refusal with respect to the Mortgage Loan shall be exercised, if not waived sooner, within five Business Days of written notice
from the Special Servicer in accordance with Section 3.16(a). If the Controlling Class Representative does not exercise
its Controlling Class Right of First Refusal within such five Business Day period, then such Controlling Class Right of First Refusal
shall terminate as to the subject offer for the Mortgage Loan, but the Controlling Class Representative shall have the Controlling
Class Right of First Refusal with respect to any new sale solicitation (including new offers solicited or received from the same
offeror) of the Mortgage Loan by the Special Servicer that is unrelated to and separate in time from the subject proposed sale
and offering process, provided, that the Mortgage Loan has not been sold pursuant to the subject solicitation and offering
process. If the Controlling Class Representative exercises the Controlling Class Right of First Refusal with respect to the Mortgage
Loan, then the Trustee shall determine whether the purchase price constitutes a fair price and any such determination by the Trustee
shall be binding on all parties. If the Controlling Class Representative exercises the Controlling Class Right of First Refusal
with respect to the Mortgage Loan, then the Controlling Class Representative shall purchase the Mortgage Loan for cash at the applicable
purchase price within ten Business Days of exercising such option. Notwithstanding anything contained herein to the contrary, if
the Trustee is required to determine whether such offered purchase price constitutes a fair price, the Trustee may (at its option
and at the expense of the Controlling Class Representative) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the Mortgage Loan,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph and any reasonable out-of-pocket costs and fees of the Trustee
(including the reasonable fees of any third party hired by the Trustee to determine whether a purchase price constitutes a fair
price) or of any other party to this Agreement in connection with the Controlling Class Representative’s exercise of the
Controlling Class Right of First Refusal shall be reimbursable by the Controlling Class Representative.


 


(e)          Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without
the written consent of each


 






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Companion Loan Holder (provided that such consent is not required from a Companion Loan Holder if such
Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered to such Companion
Loan Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan; (b) at least
ten days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages)
received by the Special Servicer in connection with any such proposed sale; (c) at least ten days prior to the proposed sale date,
a copy of the most recent appraisal for the Mortgage Loan, and any documents in the Mortgage Loan File reasonably requested by
such Companion Loan Holder that are material to determining the price of the Mortgage Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors) 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 Servicer or the
Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery
or timing requirements set forth in this sentence. The Controlling Class Representative and each Companion Loan Holder (or its
representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale
of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.


 


(f)           Notwithstanding
anything in this Section 3.16 to the contrary, the Approved Mezzanine Lender shall have the right to purchase the Mortgage
Loan, and cure defaults relating thereto, if so specified and to the extent set forth in the Mezzanine Intercreditor Agreement.


 


3.17        Servicing
Compensation. The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion
Loans and any REO Mortgage Loan payable monthly from the Collection Account or otherwise in accordance with and subject to Section
3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent not applied to
pay Advance Interest) and certain other customary charges and fees to the extent described below, as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer
and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the
Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii)
overhead expenses of the Servicer including but not limited to those which may properly be allocable under the
Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived
by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in
connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith
or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing
Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as Additional Servicing
Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment
fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event)
(to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section
3.4(c)), assumption fees, assumption application fees, defeasance fees, substitution fees, release fees, Modification
Fees, insufficient fund fees, Consent Fees, loan service transaction fees and similar fees and expenses


 






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to the extent, with
respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the
terms of the Mortgage Loan Documents and this Agreement; provided, that if consent of the Special Servicer is
required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including
assumption application fees), substitution fees, release fees, Modification Fees and Consent Fees, equally; provided, however,
that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to
the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or
Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to
the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid. In addition, the
Servicer shall be entitled to retain as additional compensation any income earned (net of losses to the extent provided in
this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Accounts (to the extent not
payable to the Borrower) to the extent provided for in this Agreement.


 


Wells Fargo Bank, National
Association and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to
transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right in whole (but not in part), in either case, to any
Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale,
pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor
a certificate substantially in the form attached as Exhibit P-1 to this Agreement, and (iii) the prospective transferee
shall have delivered to Wells Fargo Bank, National Association and the Depositor a certificate substantially in the form attached
as Exhibit P-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate
Registrar is obligated to register or qualify the Excess Servicing Fee Right under the Securities Act or any other securities
law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of the
Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank, National Association and each holder of the
Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall,
and Wells Fargo Bank, National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance
of the Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Certificate
Administrator, the Trustee, the Custodian, the Servicer, the Certificate Registrar and the Special Servicer against any liability
that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable
federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing
provisions of this paragraph. By its acceptance of the Excess Servicing Fee Right, the holder thereof shall be deemed to have
agreed not to use or disclose any information received in connection with its acquisition and holding of the Excess Servicing
Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities
laws or that would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From
time to time following any transfer, sale, pledge or assignment of the 


 






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Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount
paid to such Servicer as Servicing Fees with respect to the Mortgage Loan or REO Mortgage Loan, as the case may be, the Excess
Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing
Fees to the Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Servicer.
The holder of the Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding
sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer,
the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment
or transfer of the Excess Servicing Fee Right.


 


If a Special Servicing
Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to
the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for
all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the
expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special
Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead
expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s
accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder
including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection
with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful
misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan
Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated
by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest
made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur.


 


If the Special Servicer
is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced
Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain
the right to receive any and all Work-out Fees on all payments of principal and interest made on the Mortgage Loan (or an allocable
part thereof) following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for
so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect
to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if the Approved Mezzanine Lender purchases the Mortgage
Loan pursuant to the Mezzanine Intercreditor Agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the
Mortgage Loan (or an allocable portion thereof) pursuant to the Trust Loan Purchase Agreement.


 


In addition, the Special
Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property, each liquidated Foreclosed Property
or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage
Loan), whether through judicial foreclosure, sale or otherwise, or in connection with


 






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the sale, discounted pay-off or other liquidation
of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds
and Condemnation Proceeds, except that no Liquidation Fee shall be payable in connection with (i) a repurchase by a Loan Seller
of its Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof) pursuant to the applicable Trust Loan
Purchase Agreement (so long as such repurchase occurs within the cure period required under such Trust Loan Purchase Agreement
which cure period shall not exceed 180 days), (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the
Special Servicer to itself pursuant to Section 3.16 hereof, (iii) a purchase of the Mortgage Loan by the Approved Mezzanine
Lender pursuant to the purchase option described in the Mezzanine Intercreditor Agreement (so long as such purchase occurs within
90 days after notice of the applicable purchase option trigger event is first delivered to the Approved Mezzanine Lender; provided,
that for the avoidance of doubt, if there are one or more purchase option trigger events that occur following an initial purchase
option trigger event that has not ceased, such 90-day period shall commence on the date the first notice of the initial purchase
option trigger event was given to the Approved Mezzanine Lender) or (iv) a purchase of the Trust Loan, a Companion Loan or the
Foreclosed Property by the Controlling Class Representative or any affiliate thereof, if such purchase occurs within 90 days after
the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval
the initial Asset Status Report and (y) the date on which the Special Servicing Loan Event that triggered the Asset Status Report
occurred. The Liquidation Fee with respect to the Mortgage Loan shall be payable from, and shall be calculated using the related
Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds
on deposit in the Collection Account as provided in Section 3.4(a). The Special Servicer during the continuance of a Special
Servicing Loan Event shall also be entitled to retain as Additional Servicing Compensation any late payment fees (to the extent
not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)),
assumption fees, assumption application fees, substitution fees, consent fees, release fees, Modification Fees, restructure fees,
loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected (to the
extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage
Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s
consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the
Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), substitution
fees, release fees, Modification Fees and Consent Fees.


 


Notwithstanding anything
herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out
Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out
Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected or earned by
the Special Servicer with respect to the Mortgage Loan within the prior 24 months (determined as of the closing date of the work-out
or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure,
extension, waiver, amendment or work-out of the Mortgage Loan,


 






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but only to the extent those fees have not previously been deducted
from a Work-out Fee or Liquidation Fee.


 


If the Special Servicer
is terminated or resigns for any reason, and it commenced the process of liquidation of any Liquidated Property or any liquidated
Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes
an REO Mortgage Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to
the Mortgage Loan or such Liquidated Property or Foreclosed Property that was being administered by the Special Servicer at the
time of such resignation or termination. The terminated Special Servicer and the successor Special Servicer will apportion the
Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided,
that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation
Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated Special Servicer and the successor
Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending
on the date of the final liquidation of the Mortgage Loan or such Liquidated Property or Foreclosed Property or the consummation
of such assignment. The Servicer and the Special Servicer shall use commercially reasonable efforts in accordance with Accepted
Servicing Practices to collect from the Borrower the amount of any fees and other expenses payable by the Borrower under the Mortgage
Loan Documents, including, without limitation, Borrower Reimbursable Trust Expenses, including exercising all remedies available
under the Mortgage Loan Documents that would be exercised in accordance with the Accepted Servicing Practices.


 


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


 


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


 


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


 






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of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any
Person (including, without limitation, the Trust, the Borrower, the Property Manager or the Borrower Sponsor in respect of the
Trust Loan or the Companion Loans and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection
with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property or
the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section
3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.


 


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


 


3.18        Reports
to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared, and
deliver to the Certificate Administrator in an electronic format reasonably acceptable to the Certificate Administrator,
consistent with Accepted Servicing Practices, not later than (i) 5:00 p.m. (New York time) two Business Days prior to each
Distribution Date, the CREFC® Loan Periodic Update File and (ii) 2:00 p.m. on the Remittance Date, the
remaining CREFC® Reports (except the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet). In connection with the preparation of its
CREFC® Reports, the Servicer shall provide the Certificate Administrator with the amount of
CREFC® Licensing Fee paid to CREFC® for the related Distribution Date for inclusion in the
Distribution Date Statement.


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be made available to the Certificate
Administrator by the Servicer (with respect to the non-Specially Serviced Mortgage Loan) or by the Special Servicer (with respect
to the Specially Serviced Mortgage Loan and Foreclosed Property) on the Servicer’s Internet website (www.wellsfargo.com/com/comintro),
on a quarterly and annual basis (commencing with the quarter ending June 30, 2016 and year ending December 31, 2016), within 60
days after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements, rent
rolls, or other information required to prepare (or, if previously prepared, update) the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet, but shall not be deemed to have been received by the Certificate
Administrator until such time as it is actually received; provided, however, that, with respect to the CREFC® Operating Statement
Analysis Report only, any analysis or report with respect to the first calendar quarter of each year shall not be required to the
extent not required to be provided under the then current applicable CREFC® guidelines.


 






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The Servicer shall furnish
(i) to the Certificate Administrator in electronic format and (ii) to the 17g-5 Information Provider (who shall post such reports
to its website) the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified
in this Section 3.18(a).


 


(b)          The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Borrower pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
Loan Seller s or Depositor pursuant to this Agreement. None of the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator shall be responsible for the completeness or accuracy of the information provided by any other Person (except that
the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).


 


(c)          The
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator electronic copies of the operating
statements and other periodic Property reports it receives from the Borrower pursuant to the Mortgage Loan Agreement, in each case
in a format acceptable to the Certificate Administrator, Servicer and Special Servicer and within a reasonable period of time after
so received and only to the extent so received.


 


(d)          The
Servicer or Special Servicer, as applicable, shall deliver to each Companion Loan Holder all reports and other information that
it is delivering to the Certificate Administrator pursuant to this Section 3.18, with each such delivery to be made concurrently
with the corresponding delivery to the Certificate Administrator (but, in the case of the CREFC® Reports referenced
in the first paragraph of Section 3.18(a), no later than the Remittance Date for the applicable Companion Loan).


 


3.19        [reserved]


 


3.20        [reserved]


 


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


 


(a)          The
Certificate Administrator, with respect to the items listed in clauses (i) - (v) and (vii) - (xiii)
below (to the extent such items are in its possession), and the Trustee, with respect to the items listed in clause (vi)
below (to the extent such items are in its possession or in the possession of the Custodian), shall make available at its applicable
Corporate Trust Office, or at the office of a Custodian, upon reasonable advance notice and during normal business hours, for review
by Non-Restricted Privileged Persons (or, solely in the case of the Distribution Date Statement, all Privileged Persons), originals
or copies of, among other things, the following items, to the extent provided to and in the possession of the Certificate Administrator
or the Trustee, as applicable (except to the extent not permitted by applicable law or under any of the Mortgage Loan Documents),
(i) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator after the Closing Date, the Trust Loan
Purchase Agreement and any amendments thereto, (ii) Distribution Date Statements and all CREFC® Reports delivered
to Certificateholders since the Closing Date, (iii) all annual officers’ certificates and accountant’s reports required
to be delivered by the Borrower to the Servicer and


 






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by the Servicer to the Special Servicer, the Trustee and the Certificate Administrator
since the Closing Date regarding compliance with the relevant agreements, (iv) the most recent property inspection report prepared
by or on behalf of the Servicer or Special Servicer, as applicable, in respect of the Property, (v) the most recent operating statements,
if any, collected by or on behalf of the Servicer with respect to the Property, (vi) the Mortgage Loan Documents and any and all
modifications, waivers or amendments of the terms of any of the Mortgage Loan Documents entered into by the Servicer or Special
Servicer, as applicable, and delivered to the Certificate Administrator, (vii) any and all Officer’s Certificates and other
evidence delivered to the Trustee and the Certificate Administrator to support the determination of the Servicer or the Trustee,
as applicable, that any Advance was, or if made would be, a Nonrecoverable Advance, (viii) the reports to be furnished by the Borrower,
(ix) any and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental
testing revealed environmental issues, (x) the summary of any Final Asset Status Report delivered to the Certificate Administrator,
(xi) the annual, quarterly and monthly operating statements, if any collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, (xii) notices of all Servicer or Special Servicer
terminations or resignations (and appointments of successors to the Servicer or the Special Servicer), and (xiii) the Offering
Circular. Copies of any and all of the foregoing items shall be available (i) on the Certificate Administrator’s Website
or (ii) to the extent not available at the Certificate Administrator’s Website or otherwise made available electronically,
at the Corporate Trust Office of the Certificate Administrator or the Trustee or at the offices of the Custodian, as applicable,
upon written request; provided, however, the Certificate Administrator and the Trustee shall each be permitted to require
payment of a sum sufficient to cover reasonable costs and expenses of providing such copies.


 


(b)          Prior
to the occurrence of a Special Servicing Loan Event and upon delivery of an Investor Certification substantially in the form of
Exhibit K-1 to the Certificate Administrator, Brookfield GP shall have access to all the reports and information made available
to such Privileged Persons on the Certificate Administrator’s website. After the occurrence of a Special Servicing Loan Event
and upon delivery of an Investor Certification substantially in the form of Exhibit K-2 to the Certificate Administrator, Brookfield
GP shall have access to the Distribution Date Statements prepared by the Certificate Administrator on the Certificate Administrator’s
website.


 


(c)          Certain
information concerning the Mortgage Loan and the Certificates (such as the Distribution Date Statements and the CREFC®
Reports) shall be provided by the Certificate Administrator to third parties (including, but not limited to, Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Markit and BlackRock Solutions) with the consent of the Depositor and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. The Depositor hereby consents to such provision of
information by the Certificate Administrator.


 


(d)          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 a format acceptable to the 17g-5 Information Provider in accordance with Section
8.14(b). In no event shall the 17g-5


 






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Information Provider disclose on the 17g-5 Information Provider’s Website which
Rating Agency requested such additional information.


 


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


 


3.23        Advances.
(a) In the event that all or any portion of a Monthly Interest Payment (or an Assumed Monthly Interest Payment, as
applicable) representing interest due or deemed due on the Trust Loan (including, without limitation, all or any portion
thereof that constitutes an REO Trust Loan) during any calendar month has not been received by the close of business on the
Determination Date in such calendar month, then the Servicer, subject to its determination that such amounts are not
Nonrecoverable Advances, shall on the Remittance Date in such calendar month make an advance for remittance to the
Certificate Administrator for deposit into the Distribution Account, in an amount equal to all or such portion of such
Monthly Interest Payment (or Assumed Monthly Interest Payment, as applicable) (in each case other than the Balloon Payment
(excluding any Assumed Monthly Interest Payment) and net of the Servicing Fee which shall not be paid to the Servicer until
funds are available in the Collection Account for payment of such fee) due or deemed due on the Trust Loan that was
delinquent as of the close of business on the Determination Date in such calendar month; provided that neither the
Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Interest Payment Advance with
respect to the Trust Loan if the related Monthly Interest Payment (or, if applicable, the Assumed Monthly Interest Payment)
in respect of the Trust Loan is received by the Servicer by 2:00 p.m., New York time, on the Remittance Date on which the
Monthly Interest Payment Advance is to be made. The Servicer shall also advance in respect of each Payment Date (or Assumed
Payment Date) following a delinquency in the payment of the Balloon Payment of the Mortgage Loan or foreclosure (or
acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Mortgage Loan not later than the related
Remittance Date, to the Certificate Administrator for deposit in the Distribution Account, the amount of any Assumed Monthly
Interest Payment deemed due with respect to the Trust Loan on such Payment Date (or Assumed Payment Date) (other than the
Balloon Payment (excluding


 






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any Assumed Monthly Interest Payment) and Default Interest). For the avoidance of doubt, in the
event that the amount of interest on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly
Interest Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as a
result of such reduction. The Servicer shall maintain a record of each Monthly Interest Payment Advance it has made pursuant
to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate
CREFC® Reports in order to permit allocation thereof pursuant to Section 3.4 and Section 3.5. In
the event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each
Remittance Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly
Interest Payment Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date,
the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal funds rate for the period
from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date.
Neither the Servicer nor the Special Servicer will have any obligation to make any Monthly Interest Payment Advance for any
Companion Loan.


 


At any time that an Appraisal
Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be required to be advanced by the Servicer
in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the
numerator of which is the then outstanding principal balance of the Trust Loan minus the portion of the Appraisal Reduction Amount
allocable to the Trust Loan, and the denominator of which is the then outstanding principal balance of the Trust Loan.


 


The Certificate Administrator
shall notify the Servicer and the Trustee by telephone and electronically if as of 3:00 p.m., New York City time, on the Remittance
Date, if the Certificate Administrator has not received the amount of a Monthly Interest Payment Advance required pursuant to this
Section 3.23(a). In addition, the Certificate Administrator shall notify the Trustee by telephone and electronically if
as of 11:00 a.m., New York City time, on any Distribution Date if the Servicer has not made the Monthly Interest Payment Advance
required to have been made on the related Remittance Date pursuant to this Section 3.23(a).


 


Notwithstanding the foregoing
provisions of this Section 3.23(a) or any other contrary provisions of this Agreement, any portion of a Monthly Interest
Payment Advance intended to cover the CREFC® Licensing Fee shall be advanced directly to CREFC® on
the applicable Remittance Date.


 


If the Servicer and the
Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not
required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices
and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds
to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.


 


(b)          Subject
to Section 3.23(e), the Servicer shall advance, regarding the Mortgage Loan for the benefit of the Certificateholders and
the Companion Loan Holders, to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket


 






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costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including,
but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection
of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are
necessary to prevent an immediate or material loss to the Trust’s and the Companion Loan Holders’ interest in the Property,
(ii) the payment of (A) real estate taxes, assessments, and governmental charges that may be levied or assessed against the Borrower
or any of its affiliates or the Property or revenues therefrom or which become liens on the Property, (B) ground lease rents and
other amounts required to be paid under ground leases, (C) Insurance Premiums and (D) the out-of-pocket costs and expenses of the
Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses)
to the extent not paid by or on behalf of the Borrower that are incurred in connection with assumption of the Mortgage Loan or
a release of the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures
and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third party experts,
including Independent Appraisers, environmental and engineering consultants, (iv) the out-of-pocket costs and expenses of the Special
Servicer with respect to annual inspections of the Property and (v) the management, operation and liquidation of the Property if
the Property is acquired by the Special Servicer or its affiliate in the name of the Trustee (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall make certain administrative
advances (collectively, “Administrative Advances”), regarding only the Trust Loan for the benefit of the Certificateholders,
to the extent that (i) the Servicer determines that such advances are recoverable from collections on the Trust Loan, (ii) the
items for which such advances are made would not otherwise be advanced by the Servicer as a Property Protection Advance pursuant
to Section 3.23(b), and (iii) the items for which such advances are to be made constitute unpaid Borrower Reimbursable Trust
Expenses (other than indemnification payments). For the avoidance of doubt, notwithstanding any other provision herein, the Servicer
shall not be obligated to make any Administrative Advance or Property Protection Advance that it determines, together with interest
thereon, shall constitute a Nonrecoverable Advance if made. During the continuation of a Special Servicing Loan Event, the Special
Servicer shall give the Servicer and the Trustee not less than five Business Days’ written notice before the date on which
the Servicer is requested to make any Property Protection Advance or Administrative Advance with respect to the Mortgage Loan,
the Trust Loan or any Foreclosed Property, as applicable; provided, however, that only three Business Days’
written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis
(which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition,
the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request
to enable the Servicer to determine whether a requested Property Protection Advance or Administrative Advance, as the case may
be, would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Advance; provided, however, that the Special Servicer will not be entitled to make such
a request more frequently than once per calendar month with respect to Advances other than emergency Advances (although such request
may relate to more than one Advance). The Servicer shall notify the Trustee in writing promptly upon, and in any event


 






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within one
Business Day after, becoming aware that it will be unable to make any Property Protection Advance or Administrative Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Advance,
the Person to whom it will be paid, and the circumstances and purpose of such Advance, and shall set forth therein information
and instructions for the payment of such Advance. If the Servicer and the Trustee do not make a Property Protection Advance because
it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account
as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special
Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the
action requiring such Property Protection Advance.


 


(c)          To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement and upon knowledge of a Responsible
Officer of the Trustee, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood that
the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to
the limitations set forth in this Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan
pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred
on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of the Borrower
or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and
shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment in full of all the Mortgage
Loan and (ii) the date on which the Property becomes liquidated.


 


(d)          Subject
to the proviso to the first sentence of Section 3.23(a), interest on each Advance made by the Servicer or the Trustee shall
accrue for each day that such Advance is outstanding at a rate of interest equal to the Prime Rate (the “Advance Interest
Rate”) for each such day (or the most recent day on which the Prime Rate was reported, if not reported on such day) on
the basis of a year of 360-days and the actual number of days elapsed in a month. Interest on the Advances, if unreimbursed, shall
compound annually.


 


(e)          Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only to
the extent that the Servicer (in accordance with Accepted Servicing Practices) or the Trustee has (based on good faith and reasonable
business judgment) determined that such Advance, together with interest thereon at the Advance Interest Rate, would not constitute
a Nonrecoverable Advance if made. In making such non-recoverability determination, the Servicer (in accordance with Accepted Servicing
Practices) or the Trustee (based on good faith and reasonable business judgment), as applicable, shall be entitled to consider
(among other things) the obligations of the Borrower under the terms of the Mortgage Loan as it may have been modified, to consider
(among other things) the Property in its “as-is” or then current condition and occupancy, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to the Property, to estimate and consider
(among other things) future expenses and to estimate and consider (among other things) the timing of recoveries. The Trustee and
the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall obtain
such reimbursement in accordance with Section 3.4(c). If the context requires,


 






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each reference to the reimbursement or payment
of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon
at the Advance Interest Rate through the date of payment or reimbursement. If the Servicer and the Trustee do not make a Property
Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts
from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not
pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection
Advance or to perform the action requiring such Property Protection Advance.


 


(f)           The
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the Companion Loan
Holders, the Certificate Administrator and Trustee in electronic format (if such determination is made by the Servicer) and the
Controlling Class Representative (during any Control Period and any Consultation Period), detailing the reasons for such determination
with supporting documents attached. Such Officer’s Certificate shall be made available to any Non-Restricted Privileged Person
by the Certificate Administrator or the 17g-5 Information Provider by posting such Officer’s Certificate to the Certificate
Administrator’s Website or to the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b).
The costs of any appraisals, reports or surveys and other information requested by the Servicer or the Trustee establishing an
Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to Section
3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer
or the Trustee from its funds. The Servicer’s reasonable determination of nonrecoverability in accordance with the above
provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its
reasonable business judgment. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable
Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if
consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no
obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such
Property Protection Advance.


 


(g)          The
Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion Loan,
(ii) the Balloon Payment with respect to the Trust Loan or the Companion Loans (but are obligated to advance the related Assumed
Monthly Interest Payment for the Trust Loan in accordance with the terms of this Agreement), (iii) any Default Interest, (iv) amounts
required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure
of the Property to comply with any applicable law, including any Environmental Law, or (except in connection with the foreclosure
or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a Mortgage Loan Event of Default)
to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property, (v) any losses
arising with respect to defects in the title to the Property, (vi) any costs of capital improvements to the


 






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Property other than
those necessary to prevent an immediate or material loss to the Trust’s interest in the Property, (vii) Prepayment Fees,
(viii) subordinated obligations, including the Approved Mezzanine Loan or (ix) any cure payments. In addition, the Servicer shall
have no obligation to make any Administrative Advances with respect to any Companion Loan.


 


3.24        Modifications
of Mortgage Loan Documents; Due on Sale; Due on Encumbrance. (a) The Servicer (if no Special Servicing Loan Event has
occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) each in accordance with Section
9.3 or this Section 3.24, may, subject to the rights of the Controlling Class Representative during any Control
Period and during any Consultation Period and, subject to the rights of any Companion Loan Holders under the related
Co-Lender Agreement and subject to the rights of the Approved Mezzanine Lender under the Mezzanine Intercreditor Agreement,
if any, modify, waive or amend any term of the Mortgage Loan if such modification, waiver or amendment (i) is consistent with
Accepted Servicing Practices and (ii) does not either (A) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail
to qualify as a REMIC under the Code or (B) constitute a “significant modification” of the Mortgage Loan pursuant
to Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be
entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the
contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that
is the earlier of (1) seven years prior to the Rated Final Distribution Date and (2) 20 years prior to the end of the current
term of any Ground Lease, plus any options to extend the Ground Lease exercisable unilaterally by the Borrower. With respect
to any action as to which the Special Servicer’s consent is required under this Agreement (including any Major
Decision), the Servicer must obtain the consent of the Special Servicer who during a Control Period, in turn, shall obtain
the consent of the Controlling Class Representative prior to granting its approval to the Servicer to take such action. After
obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Loan Event has
occurred and is continuing).


 


(b)          All
modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with
Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify the Depositor,
the Trustee, the Certificate Administrator, the Companion Loan Holders and the Controlling Class Representative, in writing, of
any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Trustee or
a Custodian on its behalf (with a copy to the Companion Loan Holders) an original recorded counterpart of the agreement relating
to such modification, waiver or amendment within ten Business Days following the execution and recordation thereof. In the event
the Servicer or the Special Servicer, or a court of competent jurisdiction in connection with a work-out or proposed work-out of
the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the adverse aggregate economic effect of the modification
shall be applied to the Certificates, in reverse order of seniority.


 


(c)          Subject
to Section 3.27 of this Agreement, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation
pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining
such Rating Agency Confirmation in the Mortgage Loan Documents,


 






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shall not be made without the Servicer’s or the Special Servicer’s,
as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower’s
expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower
does not pay, at the expense of the Trust.


 


(d)          Subject
to Section 3.27 of this Agreement, prior to implementing any Major Decision under clauses (i) through (v)
and (xi)(A) (to the extent that the related agreement is modified in a manner materially adverse to the “Senior Lender,”
“Mortgage Lender” or such other similar term as may be set forth therein) of the definition thereof, the Servicer or
the Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(e)          Notwithstanding
the foregoing, the Servicer and the Special Servicer (if a Special Servicing Loan Event is continuing) may in accordance with Accepted
Servicing Practices (but without any Rating Agency Confirmation or consent of the Controlling Class Representative) grant the Borrower’s
request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities, access, parking, public
improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or
similar agreement.


 


(f)           Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage
Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Mortgage Loan Documents, in an amount sufficient to make all scheduled payments under the Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on the Mortgage Loan (or defeased portion thereof) in compliance with the requirements of the terms of the Mortgage Loan Documents,
(iii) one or more Opinions of Counsel (at the expense of the Borrower) to the effect that the Trustee, on behalf of the Trust Fund,
will have a first priority perfected security interest in such substituted Property; provided, however, that, to
the extent consistent with the Mortgage Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting
such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, a single purpose entity shall act as a successor
mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer
shall use its reasonable efforts to require the Borrower 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, the Servicer
shall obtain, at the expense of the Borrower, Rating Agency Confirmation from each Rating Agency.


 


(g)          Notwithstanding
anything herein to the contrary, in no event shall the 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).


 


(h)          As
the Mortgage Loan contains provisions in the nature of a “due on sale” clause, which by its terms: (i) provides that
the Mortgage Loan shall (or may at the mortgagee’s


 






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option) become due and payable upon the sale or other transfer of an interest
in the Property or equity interests in the Borrower or certain principals of the Borrower except when certain conditions are met;
or (ii) provides that, except when certain conditions are met, the Mortgage Loan may not be assumed without the consent of the
mortgagee in connection with any such sale or other transfer, neither the Servicer nor the Special Servicer, on behalf of the Trustee
as the mortgagee of record on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage
Loan (1) to accelerate the payments thereon or (2) to withhold its consent to any sale or transfer, consistent with the Accepted
Servicing Practices or (B) waive any right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special
Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of
the Special Servicer, which consent shall be deemed given five Business Days after the ten Business Day review period of the Controlling
Class Representative (or, with respect to such ten Business Day period, such longer period as required by the related Mezzanine
Intercreditor Agreement for review by any holder of the Approved Mezzanine Loan) after receipt (unless earlier objected to) by
the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver
or exercise of such right together with such other information reasonably required by the Special Servicer, or (y) prior to the
Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event)
itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing),
consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence and continuance
of a Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative, which consent
shall be deemed given ten Business Days after receipt (unless earlier objected to) by the Controlling Class Representative of the
Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver
together with such other information reasonably required by the Controlling Class Representative.


 


(i)           As
the Mortgage Loan contains provisions stating that the Mortgage Loan may not be assumed or transferred without the consent of the
mortgagee, unless certain conditions are satisfied, the Special Servicer, with respect to the Mortgage Loan (during the occurrence
and continuation of a Special Servicing Loan Event) or the Servicer with respect to the Mortgage Loan (if no Special Servicing
Loan Event has occurred and is continuing), as applicable, on behalf of the Trustee as the mortgagee of record on behalf of the
Trust, shall determine in accordance with the Accepted Servicing Practices whether such conditions have been satisfied.


 


(j)           As
the Mortgage Loan contains provisions in the nature of a “due on encumbrance” clause that by its terms: (i) provides
that the Mortgage 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 Property or equity interests in the Borrower or principals of the Borrower; or (ii) requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Property or equity
interests in the Borrower or principals of the Borrower, neither the Servicer nor the Special Servicer, on behalf of the Trustee
as the mortgagee of record, on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage
Loan (1) to accelerate the payments thereon or (2) to withhold its consent to the creation of any additional lien or other encumbrance,
consistent with the Accepted


 






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Servicing Practices or (B) waive its right to exercise such rights, unless, (x) with respect to the
Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written
consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five Business Days after the ten Business
Day review period of the Controlling Class Representative (or, with respect to such ten Business Day period, such longer period
as required by the related Mezzanine Intercreditor Agreement for review by any holder of the Approved Mezzanine Loan) after receipt
(unless earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation
with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer,
or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing
Loan Event) itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred
and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence
and continuance of a Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative,
which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as
required by the Mezzanine Intercreditor Agreement for review by any holder of the Approved Mezzanine Loan) after receipt (unless
earlier objected to) by the Controlling Class Representative of the Servicer’s and/or Special Servicer’s, as applicable,
written analysis and recommendation with respect to such waiver together with such other information reasonably required by the
Controlling Class Representative.


 


(k)          The
parties hereby acknowledge that the Co-Lender Agreement provides that (i) to the extent consistent with Accepted Servicing Practices
(taking into account the extent to which the Junior Trust Notes are junior to the Senior Notes pursuant to the Co-Lender Agreement):
(x) no waiver, reduction or deferral of any particular amounts due on any of the Senior Notes (except for REMIC or grantor trust
expenses, if applicable) will be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect
of the Junior Trust Notes; and (y) no reduction of the Mortgage Loan Interest Rate of any of the Senior Notes will be effected
prior to the reduction of the Mortgage Loan Interest Rate of the Junior Trust Notes, to the fullest extent possible, and (ii) any
of the actions referred to in the immediately preceding clauses (i) (x) and (i)(y) will be effected (a) as among the Senior Notes,
on a pro rata and pari passu basis (based on the relative principal balance of each such Senior Note), (b) as among
the Junior Trust Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such
Junior Trust Note), in each case as regards the economic effects thereto.


 


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


 


3.26        Mezzanine
Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Approved Mezzanine Lender and Companion Loan Holders.


 


(a)          The Servicer shall
give notice of any Mortgage Loan Event of Default to the Approved Mezzanine Lender, if any, and the Companion Loan Holders promptly
(and, in the


 






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event of the failure to make a Monthly Interest Payment on its scheduled Payment Date, such notice shall be given
promptly following such Payment Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or Mortgage
Loan Event of Default, as provided in the Mezzanine Intercreditor Agreement and the Co-Lender Agreement, respectively, whether
or not the Servicer is obligated to give notice thereof to the Borrower. The Servicer or the Special Servicer, as applicable, shall
exercise the rights of the Trust as successor-in-interest to CGMRC, GACC and WFB, each in its capacity as (i) a senior lender under
the Mezzanine Intercreditor Agreement, and (ii) the initial holders of the Trust Notes under the Co-Lender Agreement. The Servicer
or the Special Servicer, as applicable, shall comply with and enforce the rights and perform the obligations of the Trust under
the terms of the Mezzanine Intercreditor Agreement and the Co-Lender Agreement. The rights of the Trust and the Certificateholders
in and under the Trust Loan and the Mortgage Loan Documents shall be subject to the terms of the Mezzanine Intercreditor Agreement
and the Co-Lender Agreement.


 


(b)          The
parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including, without limitation: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan,
and making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the
allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion
Loan Holders; and (iii) the consultation, consent and other rights of any Companion Loan Holder or its representative. The Servicer
(if no Special Servicing Loan Event exists) or the Special Servicer (if a Special Servicing Loan Event exists or the Property has
been converted to a Foreclosed Property) shall prepare and provide to any Companion Loan Holder (or its representative) all notices,
reports, statements and communications to be delivered by the holder of the Trust Loan under the related Co-Lender Agreement, and
shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations
to be performed by the holder of the Trust Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise
expressly included herein, any provisions required to be included herein pursuant to the Co-Lender Agreement are deemed incorporated
herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of
any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.


 


(c)          The
Servicer shall maintain the Note register provided for in Section 16 of the Co-Lender Agreement and shall record the names and
addresses of, and wire transfer instructions for, the holders of the Notes from time to time; provided that the Servicer need not
maintain a separate Note register from that maintained under the Mortgage Loan Agreement if the information in both registers would
otherwise be identical. The Servicer shall, upon request, provide to any other party to this Agreement the then current information
contained in such register.


 


(d)          At
any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information


 






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or other deliverables required to be
delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the
master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party
entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so
delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender
Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Co-Lender Agreement.


 


3.27        Rating
Agency Confirmation. (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this
Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a
written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or
qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the
“Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any
Rating Agency for such Rating Agency Confirmation and (ii) within ten Business Days of such request being posted on 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 (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation
again, and (y) if there is no response to either such Rating Agency Confirmation request within five Business Days of such
second request, then (i) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency
Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to
obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such
time (as if such requirement did not exist for such matter at such time), other than such a requirement with respect to the
replacement of the Servicer or Special Servicer, and (ii) with respect to replacement of the Servicer or Special
Servicer, such condition shall be deemed not to apply if (A) in the event S&P is the non-responding Rating Agency, if the
replacement servicer or special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Servicer or
U.S. Commercial Mortgage Special Servicer, as applicable, and (B) in the event DBRS is the non-responding Rating Agency, if
the replacement servicer or special servicer is acting as servicer or special servicer, as applicable, in a commercial
mortgage loan securitization that was rated by a Rating Agency within the 12-month period prior to the date of determination,
and DBRS has not qualified, downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
issued in any such securitization or placed any class of commercial mortgage securities issued in any such securitization on
watch citing the continuation of such replacement servicer or special servicer as servicer or special servicer, as
applicable, of such commercial mortgage securities as the sole or material factor in such rating action), as applicable.
Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed above
following any requirement to obtain Rating Agency Confirmation being considered satisfied as described in the immediately
preceding sentence, the Servicer or Special Servicer, as applicable, shall be required to provide written notice to the 17g-5
Information Provider, who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to this
Agreement.


 






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Any Rating Agency Confirmation
request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this
Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the
nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request.
Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable to the 17g-5 Information
Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information
Provider’s Website in accordance with Section 8.14(b).


 


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


  


(b)          Notwithstanding
the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect
to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Mortgage Loan or any REO Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation
as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action
will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion
Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable,
depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.
The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject
to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms
and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer
or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall
forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable), the 17g-5 Information
Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable,
and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the
extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such
Companion Loan Rating Agency Confirmation at approximately the same time that the request for Rating Agency Confirmation with respect
to the applicable Relevant Action is sent to the 17g-5 Information Provider, (ii) all materials forwarded to the 17g-5 Information
Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at
approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request. The Servicer


 






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or the Special Servicer, as applicable, may (but is not obligated to) send the request
for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart
in connection therewith) to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from
the 17g-5 Information Provider’s counterpart that such information, report, notice or other document has been posted to the
17g-5 Information Provider counterpart’s website and (b) after 12:00 p.m. on the first Business Day following the date it
has provided such information, report, notice or other document to the 17g-5 Information Provider.


 


Each of the Servicer
and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the
Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator
and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to the extent known
to it.


 


(c)           The
Master Servicer (with respect to the non-Specially Serviced Mortgage Loan) or the Special Servicer (with respect to the Specially
Serviced Mortgage Loan) shall require the Borrower to obtain a Rating Agency Confirmation from each of the Rating Agencies with
respect to any of the following matters as set forth in the Mortgage Loan Agreement:


 


(i)           an
Approved Replacement Recourse Guarantor (as defined in the Mortgage Loan Agreement);


 


(ii)          an
Approved Replacement Reserve Guarantor (as defined in the Mortgage Loan Agreement);


 


(iii)         a
Transfer and Assumption (as defined in the Mortgage Loan Agreement); and


 


(iv)         an
Approved Mezzanine Loan (in accordance with Section 7.4 of the Mortgage Loan Agreement).


 


3.28        Approval
of Annual Budget. The Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the
Special Servicer, as applicable, shall respond to any request by the Borrower under Section 4.10.5 of the Mortgage Loan
Agreement for written approval of the Annual Budget.


 


3.29        Cooperation
with Asset Reviewer. If any Companion Loan becomes the subject of an Asset Review pursuant to any related Other Pooling
and Servicing Agreement, each of the Servicer, the Special Servicer, the Trustee and the Custodian, as the case may be, shall
reasonably cooperate with the related Other Asset Representations Reviewer or any other party to the related Other Pooling
and Servicing Agreement in connection with such Asset Review solely by providing the related Other Asset Representations
Reviewer or such other requesting party with copies of any documents reasonably requested by the related Other Asset Representations Reviewer or such
other requesting party (not at its own expense or the expense of the Trust but at the expense of the related Loan Seller, the
related Other Asset Representations Reviewer or such other requesting party to the related Other Pooling and Servicing Agreement),
but only to the extent that (i) the related Other Asset Representations Reviewer or such other 


 






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requesting party has not been able
to obtain such documents from the related Loan Seller or any party to the related Other Pooling and Servicing Agreement, and (ii)
such documents are in the possession of the Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.
For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee or the Custodian (i) shall have any further
obligations with respect to any Asset Review nor shall any such party be bound by the results of any Asset Review, or (ii) shall
be obligated to provide such documents if providing such documents, in its reasonable determination, would be a violation of this
Agreement or the Co-Lender Agreement.


 


3.30        Compensating
Interest Payments. The Servicer shall deliver to the Certificate Administrator for deposit in the Lower Tier Distribution
Account on each Remittance Date, without any right of reimbursement thereafter, a Compensating Interest Payment, in the event
that a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrower to deviate from the terms of the
Mortgage Loan Documents regarding principal prepayments (other than (w) subsequent to a Mortgage Loan Event of Default, (x) pursuant
to applicable law or a court order, (y) in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, or (z)
at the request or with the consent of the Special Servicer). In no event will the rights of the Certificateholders to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative.


 


4.          PAYMENTS AND
STATEMENTS TO CERTIFICATEHOLDERS


 


4.1          Distributions.
(a) On each Distribution Date, to the extent of Certificate Available Funds, amounts held in the Distribution Account shall
be withdrawn and paid in the following amounts:


 


first, to the
Class A and Class X Certificates in respect of interest, up to, and pro rata, in accordance with the respective Interest
Distribution Amounts for such Classes and such Distribution Date;


 


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


 


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


 


fourth, to the
Class B Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the
Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Class
and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


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


 






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seventh, to the
Class C Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth, to the
Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Class
and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


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


 


tenth, to the
Class D Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to the
Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Class
and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


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


 


thirteenth, to
the Class E Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth, to
the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


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


 


sixteenth, to
the Class F Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


seventeenth, to
the Class F Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


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


 


nineteenth, to
the Class R Certificates, any remaining amounts


 


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


 






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(b)          On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually
distributable to its respective Related Certificates as provided in Section 4.1(a).


 


(c)          On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of interest
in an amount equal to the sum of (i) (A) in the case of the Class LA Uncertificated Interest, the Interest Distribution Amount
in respect of its Related Certificates, plus the portion of the Interest Distribution Amount in respect of the Class X Certificates
calculated based on the Class X Strip Rate for, and the Certificate Balance of, the Class A Certificates, in each case to the extent
actually distributable thereon as provided in Section 4.1(a), (B) in the case of the Class LB Uncertificated Interest, the
Interest Distribution Amount in respect of its Related Certificates, plus the portion of the Interest Distribution Amount in respect
of the Class X Certificates calculated based on the Class X Strip Rate for, and the Certificate Balance of, the Class B Certificates,
in each case to the extent actually distributable thereon as provided in Section 4.1(a); (C) in the case of the Class LC
Uncertificated Interest, the Interest Distribution Amount in respect of its Related Certificates, plus the portion of the Interest
Distribution Amount in respect of the Class X Certificates calculated based on the Class X Strip Rate for, and the Certificate
Balance of, the Class C Certificates, in each case to the extent actually distributable thereon as provided in Section 4.1(a);
and (D) in the case of each of the Class LD Uncertificated Interest, the Class LE Uncertificated Interest and the Class LF Uncertificated
Interest, the Interest Distribution Amount in respect of the Related Certificates, in each case to the extent actually distributable
thereon as provided in Section 4.1(a). Amounts distributable pursuant to this paragraph and Section 4.1(b)
are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be deemed to be made
by the Certificate Administrator by the Certificate Administrator being deemed to deposit such Lower-Tier Distribution Amount into
the Upper-Tier Distribution Account on each Distribution Date.


 


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


 


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


 


(d)          All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) and/or Section 4.3(a) on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage
Interests. Such distributions shall be made on each Distribution Date to each Certificateholder of record at the close of business
on the related Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity located in the United States and having appropriate facilities therefor, provided that the Certificate Administrator
has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set


 






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forth therefor
in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution
Date. Notwithstanding the foregoing, the final distribution on each Certificate will be made in like manner, but only upon presentment
and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


(e)          The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate
Administrator’s Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who shall
post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and mail to each Holder
of such Class of Certificates on such date a notice to the effect that:


 


(i)           the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the Interest
Accrual Period related to such Distribution Date.


 


(f)           Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such
Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such
amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two year period
following such second notice, notwithstanding any termination of the Trust. If within two years after the second notice any such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable
to the Holders thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder
and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust, at which time
such amounts shall be distributed to the Depositor. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section 4.1(f). Any such amounts transferred to the
Certificate


 






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Administrator may, but need not be, invested in Permitted Investments and all income and gain realized from investment
of such funds shall be for the benefit of the Certificate Administrator. In the event the Certificate Administrator is permitted
or required to invest any amounts in Permitted Investments under this Agreement, whether in its capacity as Certificate Administrator
or in the event of its assumption of the duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable,
in accordance with the terms of this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of
the definition of Permitted Investments.


 


(g)          The
Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the
Trust has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the
absence of manifest error in such information, may conclusively rely upon it.


 


(h)          On
each Distribution Date, any Realized Loss shall be allocated to the respective Classes of Principal Balance Certificates in Reverse
Sequential Order, in each case until the Certificate Balance of the subject Class has been reduced to zero.


 


Allocations of Realized
Losses to the Class LA, Class LB or Class LC Uncertificated Interest shall result in a corresponding reduction in the Notional
Balance of the Class X Certificates. Allocations of Realized Losses to any Class of Principal Balance Certificates shall be deemed
to result in a corresponding reduction of the Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier Interest.


 


4.2          Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal
withholding requirements with respect to payments to Certificateholders that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In
the event the Certificate Administrator withholds any amount from interest payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely
distributed to such Certificateholder, and the Certificate Administrator shall indicate the amount withheld to such
Certificateholder through a report.


 


Each Beneficial Owner
and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest
on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each
such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under
applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that
if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may
be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment
made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment
were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient
shall deliver to the Paying Agent, with a copy to each of


 






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the Trustee and the Certificate Administrator, at the time or times prescribed
by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by
the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the
Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine
that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and
withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any
regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued
by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations
and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA
after the date of this Agreement.


 


4.3          Allocation
and Distribution of Prepayment Fees.


 


(a)          On
each Distribution Date, the Certificate Administrator shall withdraw any Prepayment Fees collected in respect of the Mortgage Loan
during the related Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement, and shall distribute
such withdrawn amounts to the Holders of the following Classes of Certificates in the following manner: (i) the Holders of each
Class of Class A, Class B, Class C and Class D Certificates shall be entitled to receive on each Distribution Date an amount of
Prepayment Fees with respect to prepayments of the Trust Loan, equal to the product of (a) a fraction whose numerator is the amount
of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal distributed
to all of the Class A, Class B, Class C and Class D Certificates representing principal prepayments in respect of the Trust Loan
on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates,
and (c) the Prepayment Fee collected during the related Collection Period and allocable to the Trust Loan, (ii) any Prepayment
Fee collected during the related Collection Period and allocable to the Trust Loan remaining after such distributions shall be
distributed to the Class X Certificates so long as the Class A, Class B, Class C and Class D Certificates are outstanding (including,
if applicable, the Distribution Date on which the Certificate Balances of the Class A, Class B, Class C and Class D Certificates
is reduced to zero), and (iii) on any Distribution Date after the Certificate Balances of the Class A, Class B, Class C and Class
D Certificates is reduced to zero, any Prepayment Fee collected during the related Collection Period and allocable to the Trust
Loan shall be distributed to the Class X Certificates. If there is more than one Class of Class A, Class B, Class C and Class D
Certificates entitled to distributions of principal on any particular Distribution Date on which Prepayment Fees are distributable,
the aggregate amount of such Prepayment Fee shall be allocated among all such Classes of Class A, Class B, Class C and Class D
Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with
the first sentence of this Section 4.3(b).


 


(b)          All
Prepayment Fees so distributed shall be deemed to have been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Class LA Uncertificated Interest, Class LB Uncertificated Interest, Class LC Uncertificated Interest, Class LD Uncertificated
Interest, Class LE Uncertificated Interest and/or Class LF Uncertificated


 






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Interest, pro rata in accordance with their respective
Lower-Tier Principal Amounts outstanding immediately prior to the applicable Distribution Date, whether or not any such Uncertificated
Interest, as applicable, has received all distributions of interest and principal to which it is entitled.


 


(c)          No
Prepayment Fees shall be distributed to the Holders of the Class E, Class F or Class R Certificates.


 


4.4          Statements
to Certificateholders. (a) On each Distribution Date, based in part on information provided by the Servicer and/or the
Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to Section
8.14(b) to any Privileged Person a statement in respect of the distributions on such Distribution Date (a
“Distribution Date Statement”) in the form of Exhibit O setting forth:


 


(i)           for
each Class of Regular Certificates the amount of the distributions made on such Distribution Date allocable to interest at the
Pass-Through Rate and the amount allocable to principal (separately identifying the amount of any principal payments (and specifying
the source of such payments)), and the amount of interest paid on Advances from Default Interest and allocable to such Class;


 


(ii)          if
the distribution to the Holders of any Class of Certificates is less than the full amount that would be distributable to such Holders
if there were sufficient Certificate Available Funds, the amount of the shortfall allocable to such Class, stating separately the
amounts allocable to principal and interest;


 


(iii)         the
amount of any Monthly Interest Payment Advance for such Distribution Date;


 


(iv)         the
Certificate Balance or Notional Balance, as the case may be, of each Class of Regular Certificates after giving effect to any distribution
in reduction of the Certificate Balance or Notional Balance, as the case may be, on such Distribution Date;


 


(v)          the
principal balance of the Trust Loan and any Companion Loan (in each case including, without limitation, all or any portion thereof
that constitutes an REO Mortgage Loan) and the Certificate Balance or Notional Balance of each Class of Regular Certificates as
of the end of the Collection Period for such Distribution Date;


 


(vi)         the
aggregate amount of Unscheduled Payments (and the source of such payments) made during the related Collection Period;


 


(vii)        identification
of any Mortgage Loan Event of Default, Special Servicing Loan Event, Servicer Termination Event or Special Servicer Termination
Event under this Agreement, that in any case has been declared as of the close of business on the second Business Day prior to
the end of the immediately preceding calendar month;


 


(viii)       the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges


 






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retained by
the Servicer or the Special Servicer, and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, separately listing the Certificate Administrator Fee (which includes the Trustee Fee) and the Special
Servicing Fee;


 


(ix)         the
number of days the Borrower is delinquent in the event that the Borrower is delinquent at least 30 days and the date upon which
any foreclosure proceedings have been commenced;


 


(x)          identification
of whether the Property, as of the close of business on the Payment Date immediately preceding such Distribution Date, had become
a Foreclosed Property;


 


(xi)         information
with respect to any declared bankruptcy of the Borrower;


 


(xii)        as
to any item of collateral for the Mortgage Loan released, liquidated or disposed of during the related Collection Period, the identity
of such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)       a
list of conveyances or transfers of the Property by the Borrower as of the end of the related Collection Period;


 


(xiv)       the
aggregate amount of all Advances, if any, not yet reimbursed as of the end of the related Collection Period;


 


(xv)        the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer during the related Collection Period;


 


(xvi)       an
itemized report identifying any Appraisal Reduction Amount;


 


(xvii)      the
amount of Default Interest, if any, and late payment charges, if any, paid by the Borrower during the related Collection Period;


 


(xviii)     the
aggregate amount of Borrower Reimbursable Trust Fund Expenses;


 


(xix)       the
amount of Prepayment Fees, if any, collected during the related Collection Period and distributed on such Distribution Date to
the Holders each Class of the Class X Certificates;


 


(xx)        the
information required by Rule 15Ga-1(a), as promulgated under the Exchange Act concerning all assets of the Trust that were subject
of a demand to repurchase for breach of the related representations and warranties;


 


(xxi)       the
amount of any CREFC® Licensing Fee payable on the related Remittance Date with respect to the related Interest Accrual
Period;


 






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(xxii)      an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the
related Collection Period to the extent provided to the Certificate Administrator by the Special Servicer pursuant to this Agreement;
and


 


(xxiii)     the
amount of any principal prepayment made on any Special Distribution Date occurring during the related Collection Period.


 


The Depositor, the Servicer,
the Special Servicer, the Trustee and the Certificate Administrator may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder approval, except that during a Control Period, no such enhancement shall, unless required
by applicable law, remove any restriction pertaining to the dissemination of Privileged Information (including any Final Asset
Status Report and communications between the Special Servicer and the Controlling Class Representative) without the prior written
consent of the Controlling Class Representative.


 


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 Certificateholder upon written request to the Certificate Administrator, a statement containing the information
set forth in clauses (i), (ii) and (iv) above as to the applicable Class, aggregated for such calendar year
or applicable portion of such year during which such Person was a Certificateholder, together with such other information as the
Certificate Administrator deems necessary or desirable, or that a Certificateholder or Beneficial Owner of a Certificate reasonably
requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided
by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


(b)          The
Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons on each Distribution Date
pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to the Certificateholders
or any other person shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer
and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to
it by the Servicer or the Special Servicer without independent verification. To the extent that the information required to be
furnished by the Servicer is based on information required to be provided by the Restricted Parties or the Special Servicer, the
Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of
such information from the Restricted Parties or the Special Servicer, as applicable. To the extent that information required to
be furnished by the Special Servicer is based on information required to be provided by the Restricted Parties, the Special Servicer’s
obligation to furnish such information shall be contingent upon receipt of its receipt of such information from the Restricted
Parties. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be entitled to rely on information
supplied by the Restricted Parties without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Non-Restricted Privileged Persons pursuant
to 





 






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Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating income reports or analyses
shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly,
annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Restricted Parties.


 


At the reasonable request
and authorization by the Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website
to any Non-Restricted Privileged Person certain other information with respect to the Mortgage Loan (subject to the limitations
of Section 3.18) and will provide such information to the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Website pursuant to Section 8.14(b)).


 


In addition, the Certificate
Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section
8.14(b) herein.


 


4.5          Investor Q&A
Forum; Investor Registry and Rating Agency Q&A Forum.


 


(a)          The
Certificate Administrator shall make available to Non-Restricted Privileged Persons only, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Non-Restricted Privileged
Persons may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions
to the Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B),
the Mortgage Loan or the Property (each an “Inquiry” and collectively, “Inquiries”), and
(ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
from a Non-Restricted Privileged Person for the Servicer or the Special Servicer, as applicable, the Certificate Administrator
shall forward such Inquiry to the appropriate person at the Servicer or the Special Servicer, as applicable (as identified to the
Certificate Administrator by the Servicer or the Special Servicer, as applicable), in each case via email within a commercially
reasonable period of time following receipt of such Inquiry. Following receipt of an Inquiry, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, unless such party determines not to answer such Inquiry as provided below, shall
reply to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable shall be by email to the Certificate Administrator.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such
answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Trust, the Certificateholders
and/or any Companion Loan Holder, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan Documents
or this Agreement, (iv) answering the Inquiry would, or is reasonably expected to, result in the waiver of attorney-client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable,
(vi) answering any Inquiry would or is reasonably expected to require the disclosure of Privileged Information, or (vii) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to


 






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answer such Inquiry and, in the case of the
Servicer or the Special Servicer shall promptly notify the Certificate Administrator of such determination. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because
the Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer shall not
answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan Documents or the Trust and Servicing
Agreement, (iv) answering any Inquiry that would, or could reasonably be expected to, result in the waiver of attorney-client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering
any Inquiry would or is reasonably expected to 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 Certificate Administrator,
the Servicer or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall
be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial Purchasers
or any of their respective Affiliates. None of the Initial Purchasers, Depositor, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or any of their respective Affiliates shall 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. No party shall post
or otherwise disclose direct communications with the Controlling Class Representative as part of its response to any Inquiries;
provided, that the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for posting
to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with the Controlling
Class Representative, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same,
and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any Inquiry
or answer containing such direct communication. The Investor Q&A Forum shall not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.


 


(b)          The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry shall be required to certify that (a) it is a
Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its


 






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name and contact
information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s
name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove
it from the Investor Registry. The Certificate Administrator shall 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
Distribution Date Statements, CREFC® Reports and any supplemental notices thereto, shall be provided by the Certificate
Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator
from such person of a certification in the form of Exhibit N hereto, which certification may be submitted electronically.
The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Markit
and BlackRock Solutions, and the provision of such information shall not constitute a breach of this Agreement by the Certificate
Administrator.


 


(d)          The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution Date
Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared by such
parties, (iii) submit requests for loan-level reports and information (each such submission, a “Rating Agency Inquiry”)
or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. Upon
receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information
Provider shall forward the Rating Agency Inquiry to the appropriate person, in each case within a commercially reasonable period
of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry
as provided below, shall reply by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and
the Servicer or the Special Servicer, as applicable) to the 17g-5 Information Provider. The 17g-5 Information Provider shall post
(within a commercially reasonable period of time following of receipt of such response) such Rating Agency Inquiry and the related
response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator,
the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law, the Accepted Servicing Practices, this Agreement or the applicable Mortgage Loan Documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
with, or the disclosure of attorney work product of, any counsel engaged by the Servicer, the Special Servicer, the Trustee or
the Certificate Administrator, as applicable, or (iii)(A) answering any Rating Agency Inquiry would


 






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materially increase the duties
of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance
with the Accepted Servicing Practices (or in good faith, in the case of the Certificate Administrator) that the performance of
such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and, in the case of the Certificate Administrator, the Servicer or the Special Servicer, shall promptly notify the 17g-5 Information
Provider by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special
Servicer, as applicable) of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency
Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information
Provider shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Initial Purchasers, Depositor, or any of their respective Affiliates shall 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 shall not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website. In addition to the
Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged
Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Rating Agency Q&A
Forum and Document Request Tool.


  


5.          THE CERTIFICATES


 


5.1          The Certificates.


 


(a)          The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by-law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)          The
Certificates of each Class of Principal Balance Certificates shall be issued in minimum denominations of $100,000 and integral
multiples of $1 in excess of


 






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$100,000. The Class X Certificates shall be issued, maintained and transferred only in minimum denominations
of authorized initial Notional Balance of not less than $1,000,000 and in integral multiples of $1 in excess thereof. The Class
R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates
and in integral multiples of 1% in excess thereof.


 


(c)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


5.2          Form
and Registration. (a) The Regular Certificates of each Class thereof may be sold to Non-U.S. Securities Persons in
offshore transactions in reliance on Regulation S under the Act. Such certificates shall initially be represented by a
temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be
deposited on the Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate
Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or
the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System
(“Euroclear”) and/or Clearstream Banking, société anonyme
(“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering of the Certificates and the Closing Date (the “Restricted Period”), beneficial interests
in each Temporary Regulation S Global Certificate may be held through Euroclear, Clearstream or any other Depository
Participant. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S
Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a
“Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect of a
beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate
Administrator by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the
expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S
Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in
the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of
a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or
decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for
purposes of effecting the exchanges contemplated by the preceding paragraph.


 






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(b)          The
Regular Certificates of each Class thereof (other than the Class R Certificates) offered and sold to QIBs in reliance on Rule 144A
under the Act (“Rule 144A”) shall be represented by a single, global certificate in definitive, fully registered
form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A
Global Certificate” and, together with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates,
the “Global Certificates”), which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)          The
Regular Certificates of each Class thereof that are initially offered and sold in the United States to investors that are Institutional
Accredited Investors that are not QIBs, the Initial Class F Certificates and the Class R Certificates (collectively, 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.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities or continue as depository with respect to the Global Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate and appoint a qualified
successor within 90 days of such notice or (ii) the Certificate Administrator or the Trustee has instituted or has been directed
to institute any judicial proceeding in a court to enforce the rights of the Certificateholders and the Certificate Administrator
or the Trustee, as the case may be, 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 related Certificates; provided, however, that under no
circumstances shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon
notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates
of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class
and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such
Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate,
the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


5.3          Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the
Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible


 






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for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Regular Certificates
of each Class thereof represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a
Rule 144A Global Certificate, respectively, and accepting Certificates for exchange and registration of transfer and (ii)
transmitting to the Trustee, the Depositor, the Servicer and the Special Servicer any notices from the
Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. No transfer of any Certificate
shall be made unless that transfer is made pursuant to an effective registration statement under the 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.


 


(c)          Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class,
or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form
of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures
of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation
S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof,
of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Administrator to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an
amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit C hereto given by the holder of
such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 






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(d)          Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule
144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in
such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation
S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of,
such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Administrator,
as registrar, at its office designated in Section 5.7 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit D hereto
given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, (B) that the
Certificate being transferred is not a “restricted security” as defined in Rule 144 under the Act or (C) that the transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Global
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion
of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the
reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged
or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or
Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Administrator, as registrar,
at its office designated in Section 5.7 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 Global


 






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Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest
in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A
Global Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person
acquiring such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or
cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the
beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the
Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the
account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or
cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit F hereto from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same Class.
The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such
holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate. The
delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied
upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein
has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global
Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S
Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction
in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all


 






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respects be entitled to the
same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered
hereunder.


 


(g)          Non-Book
Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class R Certificate, but
including an Initial Class F Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an
interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who
is entitled to take delivery thereof in the form of an interest in a Global Certificate, such Holder may, subject to the rules
and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book
Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.7 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 Global Certificate equal to the portion of the Certificate Balance
of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with
the Depository to be credited with such increase and (3) a certificate in the form of Exhibit G-1 hereto (in the event that
the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit G-2 hereto (in
the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit G-3 hereto
(in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Global Certificate equal to the
Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          No
Exchanges of Global Certificates to Non-Book Entry Certificates. Subject to the issuance of Definitive Certificates if and
when permitted by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule
144A Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate (or any portion thereof).
No Non-Book Entry Certificates (other than the Class R Certificates and the Initial Class F Certificates) were issued in connection
with the initial offering of the Certificates.


 


(i)           Other
Exchanges. If a Global Certificate is exchanged for Definitive Certificates if and when permitted by Section 5.2(d),
then such Definitive Certificates, as well as in all cases the Class R Certificates, may not be transferred unless: (i) the Certificate
Registrar received (A) a certificate from the proposed transferor substantially in the form attached as Exhibit H-1 to this Agreement
and an investment representation letter from the proposed transferee substantially in the form attached as Exhibit H-2 to this
Agreement or (B) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without
registration under the Act, together with the written certification(s) as to the facts


 






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surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (which opinion of counsel
shall not be an expense of the Trust or of the Depositor, the Servicer, the Special Servicer, the Advisor, the Certificate Administrator,
the Trustee or the Certificate Registrar in their respective capacities as such); or (ii) such transfer is otherwise in accordance
with such procedures as are substantially consistent with the provisions of clause (g) above (including the certification
requirements intended to ensure that such transfers comply with Rule 144A or, except in the case of a transfer of Class R Certificates,
Regulation S under the Act, as the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar. No Initial Class F Certificates may be transferred unless: (1) such Initial Class F Certificate has been exchanged for
an equivalent beneficial interest in a Global Certificate of the Class F Certificates pursuant to Section 5.3(g) and (2)
the transferee is a Person who is entitled to take delivery thereof in the form of an interest in a Global Certificate pursuant
to the provisions of Sections 5.3(c), 5.3(d) or 5.3(g).


 


(j)           Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)           If
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 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, Rule 144 or Regulation S under the Act or, with
respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within the meaning of Rule 144
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)         No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (each, a “Plan”),
or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate. Each prospective purchaser
or transferee of a Class R Certificate or an ERISA Restricted Certificate in the form of a Definitive Certificate shall deliver
to the transferor, the Certificate Registrar and the Trustee a representation letter, substantially in the form of Exhibit J,
stating that (i) the prospective purchaser or transferee is not a Plan or a person acting on behalf of or using the assets of a
Plan or (ii) only in the case of an ERISA Restricted Certificate in the form of a Definitive Certificate that is not a Class R
Certificate, (1) such purchaser or transferee is an insurance company, (2) the source of funds used to acquire or hold such ERISA
Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined


 






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in PTCE
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. In addition, no ERISA Restricted Certificate
or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or
to any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such ERISA Restricted Certificate or
interest therein, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or
hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term
is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA
Restricted Certificate or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that
is or will be a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law that is, to
a material extent, similar to the fiduciary provisions of ERISA or Code Section 4975 (“Similar Law”), or to
any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate if its acquisition, holding
and disposition of such Certificate would constitute or otherwise result in a non-exempt violation of Similar Law. Each beneficial
owner of a Certificate (other than a Class R Certificate) or any interest therein will be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or an entity using assets
of a Plan, (ii) in the case of a Certificate other than an ERISA Restricted Certificate, it has acquired and is holding the Offered
Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to the availability
of the Underwriter Exemption, including that the Offered Certificates must be rated, at the time of acquisition, not lower than
“BBB-” (or its equivalent) by a credit rating agency which meets the requirements of the Underwriter Exemption and
that such Offered Certificate is so rated and that it is an Institutional Accredited Investor or (iii) (1) it is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial
owner of a Certificate or an interest therein which is a governmental plan (as defined in Section 3(32) of ERISA) subject to Similar
Law shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the
acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt
violation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void
ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a


 






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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, other than in connection with the initial transfer thereof to the Initial Purchasers and any subsequent
transfer thereof by the Initial Purchasers to any of their affiliates, 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 I-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become
due, (4) the proposed transferee shall 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 shall not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) and
(y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor
substantially in the form attached as Exhibit I-2 (the “Transferor Letter”), that the proposed transferor
has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know
that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)         Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for


 






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information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)        The
Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.


 


5.4          Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In
connection with the issuance of any new Certificate under this Section 5.4, the Certificate Registrar may require the
payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.4 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


5.5          Persons
Deemed Owners. The Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate
Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however, that
to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided with an Investor Certification substantially in the form of Exhibit
K-1 from a Non-Restricted Privileged Person (including a Beneficial Owner or prospective transferee), such party to this
Agreement shall distribute such report, statement or other information to such Non-Restricted Privileged Person.


 


5.6          Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as
current a form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification substantially in the form of Exhibit
K-1 (a) requests in writing from the Certificate Registrar a list of the names and addresses of


 






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Certificateholders, (b)
states that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this
Agreement or under the Certificates and (c) provides a copy of the communication which such Certificateholder proposes to
transmit, then the Certificate Registrar shall, within ten Business Days after the receipt of such request, afford such
Certificateholder access during normal business hours to a current list of the Certificateholders. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar and the Certificate Administrator shall not be
held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived. The Depositor, the Servicer, the Special Servicer and the
Trustee shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request
therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification substantially in the form of Exhibit K-1, (b) states
that such Certificateholder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such
Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly
stating the reason for the requested contact (a “Special Notice”) and (c) provides a copy of the Special Notice
which such Certificateholder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate
Administrator’s Website pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders (other
than any Certificateholder that is the Borrower, an Affiliate of the Borrower or the Property Manager or an agent of one or more
of the foregoing) at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate
Administrator associated with delivering any such Special Notice shall be borne by the party requesting such Special Notice. Every
Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate
Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of
the information set forth in such Special Notice.


 


5.7          Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates 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 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention:
Global Transaction Services - 225 Liberty Street Trust 2016-225L, as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders and the Borrower of any change in the location of the Certificate
Register or any such office or agency.


 


6.          THE DEPOSITOR,
THE SERVICER AND THE SPECIAL SERVICER


 


6.1          Respective
Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special Servicer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


6.2          Merger
or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in
full effect its existence and rights as an entity


 






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under the laws of the jurisdiction of its organization, and shall be in
compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any Person into which
the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to
which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer
or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall
be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such successor or surviving Person would not cause the then current rating on any of the
Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation
delivered to the Certificate Administrator and the Trustee.


 


Notwithstanding the foregoing,
if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not
be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating Agency.


 


6.3          Limitation
on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer,
the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or
agents shall be under any liability to the Trust or the Certificateholders or any Companion Loan Holder for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the
direction of Certificateholders or any Companion Loan Holders, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any
breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of
negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its
obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors,
officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer,
the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents,
Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the
extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and
expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the
Property, or the Certificates (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to
this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and





 






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related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it
in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder.
Such indemnification shall survive the termination or resignation of the Depositor, Servicer or the Special Servicer. None of
the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its
discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing
Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust,
and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section
3.4(c) from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be
accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates or
for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in
respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the
Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer
or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the
Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial
capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its
commercial capacity).


 


In addition, neither
the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special Servicer shall
be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein on, any certificates
or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the requirements of this
Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special Servicer may rely in
good faith on information provided to it by the other parties hereto (unless the provider and the recipient of such information
are the same Person or Affiliates) and by the Borrower and shall have no duty to investigate or verify the accuracy thereof.


 


(b)          The
Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee or
the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations of
the Servicer and the Special Servicer, the Trustee and the Certificate Administrator under this Agreement. In addition, in no event
shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
Licensing Fee to CREFC® (as described in Section 3.4(c)), to report any such CREFC® Licensing
Fee so paid (as described in Section 4.4(a)) or to make available any Distribution Date Statement to any person (including,
without limitation, CREFC®) (as described in Section 3.21).


 


(c)          In
order to comply with Applicable Laws, each of the Servicer and the Special Servicer may be required to obtain, verify and record
certain information relating to


 






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individuals and entities that maintain a business relationship with the Servicer or the Special
Servicer, as applicable. Accordingly, each of the parties hereto agrees to provide to the Servicer or the Special Servicer, as
applicable, upon its request from time to time, such identifying information and documentation as may be available for such party
in order to enable the Servicer or the Special Servicer, as applicable, to comply with Applicable Laws.


 


6.4          Servicer
and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation
permitted pursuant to Sections 6.4(b) or in connection with the sale or transfer of a substantial portion of their
mortgage servicing or asset management portfolio, each of the Servicer and the Special Servicer may resign and assign its
rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that:


 


(i)           the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or
of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer
or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate
Administrator an agreement in form and substance reasonably satisfactory to the Trustee and the Certificate Administrator, which
contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement;
provided, however, to the extent such agreement modifies in any respect any of the covenants, terms or conditions
in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject
to the approval of the Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties
of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5, and (D)(x) during any Control Period,
with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer,
has been appointed by the Controlling Class Representative, (y) during any Consultation Period, is reasonably acceptable to the
Controlling Class Representative, the Depositor and the Trustee, and (z) during any Consultation Termination Period, is reasonably
acceptable to the Depositor and the Trustee;


 


(ii)          Rating
Agency Confirmation has been received;


 


(iii)         the
Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)         the
rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; and


 






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(v)          the
Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust,
and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer.


 


Upon satisfaction of
the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer,
as the case may be, hereunder.


 


(b)          Subject
to the provisions of Sections 6.2, 6.4(a) and 6.4(b), neither the Servicer nor the Special Servicer shall
resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder
is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities
carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be,
shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, during
any Control Period and any Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special
Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special
Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable,
under this Agreement in accordance with Section 7.2; provided that, during any Control Period, the Controlling Class
Representative may appoint a successor special servicer in accordance with the Section 7.1(d).


 


If the Trustee or an
Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below
the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself
or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this
Section 6.4.


 


(c)          Notwithstanding
the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer
is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the
Depositor, the Servicer, the Trustee, the Certificate Administrator and, during any Control Period and any Consultation Period,
the Controlling Class Representative of such disqualification and the Special Servicer shall resign from its obligations and duties
hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the
Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under
this Agreement in accordance with Section 7.2; provided that, during any Control Period, the Controlling Class Representative
(as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with the Section 7.1(d).


 






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6.5          Policies and
Procedures.


 


Each of the Servicer
and the Special Servicer shall be required to maintain reasonable policies and procedures, taking into account the nature of its
respective business, to ensure that divisions and individuals of the Servicer or the Special Servicer, as applicable, making Investment
Decisions (such divisions and individuals, “Investment Personnel”) shall not obtain Confidential Information
from the divisions and individuals of the Servicer or the Special Servicer, as applicable, who are involved in the performance
of the duties of the Servicer or the Special Servicer, as applicable, (such divisions and individuals, “Servicing Personnel”),
under this Agreement, and the Servicing Personnel shall not obtain information regarding investments from Investment Personnel.
Each of the Servicer and the Special Servicer shall represent that policies and procedures restricting the flow of information
exist, and shall be maintained by it, between its Investment Personnel, on the one hand, and its Servicing Personnel, on the other,
and that such policies and procedures operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from such Servicing Personnel to such Investment Personnel and (b) policies and procedures against
the disclosure of information regarding investments from Investment Personnel to Servicing Personnel. The senior management each
of the Servicer and the Special Servicer, as applicable, and/or its affiliate (consisting of the person who heads CMBS servicing
at it and management personnel of it and/or its affiliates who report (directly or indirectly) to such person) who have obtained
Confidential Information in the course of their exercise of general managerial responsibilities may not participate in or use that
information to influence Investment Decisions, nor may they pass that information to others for use in such activities; nor may
such senior management personnel who have obtained information regarding investments in the course of their exercise of general
managerial responsibilities use that information to influence servicing decisions or strategies or otherwise affect the manner
in which the Servicer and the Special Servicer, as applicable, performs its servicing duties. Each of the Servicer and the Special
Servicer, as applicable, shall be required to maintain procedures that are designed to result in compliance with such policies.
Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer or the Special Servicer of information
or reports as required by, and in accordance with, this Agreement shall not constitute a violation or default of this Section
6.5.


 


The Servicer and the
Special Servicer shall afford the Trustee (on behalf of the Certificateholders), and the Depositor, upon reasonable notice, during
normal business hours access to all non-confidential, non-proprietary records, including those in electronic form, documentation,
records or any other information regarding the Mortgage Loan that are in its possession or control hereunder and access to its
officers responsible therefor. The Depositor shall not have any responsibility or liability for any action or failure to act by
the Servicer or the Special Servicer and is not obligated to supervise the performance of the Servicer and the Special Servicer
under this Agreement or otherwise.


 


6.6          Indemnification
by the Servicer, the Special Servicer and the Depositor. 


 


(a)          Each
of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related
costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based


 






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upon (i) a breach of any material
representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach by the Servicer,
the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders under this
Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not limited to acts
of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on the part of the
Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement.


 


(b)          Each
of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section
6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion
Loan Holder and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section
6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct)
that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct
in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying
Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such
Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification
obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement.
Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party
shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section
6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive the Depositor, the Servicer
or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as
and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party
shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes
a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad
faith or willful misconduct in connection with the conduct in question.


 


7.          SERVICER TERMINATION
EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES


 


7.1          Servicer Termination
Events; Special Servicer Termination Events.


 


(a)          “Servicer
Termination Event,” or “Special Servicer Termination Event” wherever used herein with respect to the
Servicer or the Special Servicer, as the case may be,


 






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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 Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other
than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement unless cured
by (A) 11:00 a.m., New York time, on the first Business Day following the date on which such remittance was required to be made
other than with respect to any obligation of the Special Servicer and (B) close of business on the first Business Day following
the date on which such remittance was required to be made with respect to any obligation of the Special Servicer;


 


(ii)         any
failure of the Servicer (a) to make any Monthly Interest Payment Advance required to be made pursuant to this Agreement on or prior
to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) to make
any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is
not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) to make any Property Protection Advance required
to be made pursuant to this Agreement when the same is due and such failure continues unremedied for ten Business Days (or such
shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes
or ground rents) following the date on which the Servicer receives notice thereof;


 


(iii)        any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure shall have been given to the Servicer
or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable, and Trustee by
the Holders of Principal Balance Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Principal
Balance Certificates or, if affected thereby, by any Companion Loan Holder; provided, however, that with respect
to any such failure that is not curable within such 30-day period, the Servicer or the Special Servicer, as applicable, shall have
an additional cure period of 30 days to effect such cure so long as the Servicer or the Special Servicer, as applicable, has commenced
to cure such failure within the initial 30-day period, and is continuing to diligently pursue, such cure;


 


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


 






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60 days; provided, however, with respect
to any such decree or order that cannot be discharged, dismissed or stayed within such 60 day period, the Servicer or the Special
Servicer, as applicable, shall have an additional period of 30 days to effect such discharge, dismissal or stay so long as it has
commenced proceedings to have such decree or order dismissed, discharged or stayed within the initial 60 day period and has diligently
pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)          the
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


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


 


(vii)       the
Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
60 days;


 


(viii)      DBRS
has (1) qualified, downgraded or withdrawn its rating or ratings on one or more Classes of Certificates, or (2) placed one or more
Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by DBRS within 60 days) and, in the case of
either of clauses (1) or (2), cited servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole
or a material factor in such rating action;


 


(ix)        a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the
Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within
60 days of such event); or


 


(x)         so
long as any Other Securitization Trust is subject to Exchange Act reporting requirements, the Servicer or Special Servicer, as
applicable, or a primary servicer, subservicer or servicing function participant (such entity, the “Sub-Servicing Entity”)
retained by the Servicer or Special Servicer fails to deliver the items required to be delivered by this Agreement to enable such
Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the timeframe set forth for delivery
in Article 13 (including any applicable notice and cure period) (and any Sub-


 


 






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Servicing Entity that defaults in accordance
with this clause (x) will be terminated at the direction of the Depositor).


 


provided, however,
that in the event that the Servicer is terminated solely by reason of a Servicer Termination Event described in clause (vii),
(viii) or (ix) above, the Servicer shall, subject to the terms and provisions of Section 7.2(b), have a limited
right to receive the proceeds from any cash offer for the servicing rights by a successor Servicer (net of the Trustee’s
“out of pocket” expenses incurred in connection with obtaining such offer and accomplishing the servicing transfer).


 


(b)          Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing and the Certificate Administrator shall (i) post
such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice to the
17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant to
Section 8.14(b), (iii) provide notice to the Companion Loan Holders, and (iv) provide notice to the Certificateholders by
mail, to the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer
Termination Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination
Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to
the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of
a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination
Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event. In no event will the
Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
received written notice of, or has actual knowledge of, such Servicer Termination Event or Special Servicer Termination Event .


 


(c)           If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long as
such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee may,
or (ii) upon the written direction of Holders of Principal Balance Certificates having at least 25% of the Voting Rights of the
Principal Balance Certificates or, if affected thereby, any Companion Loan Holder, the Trustee shall terminate all of the rights
and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to the Servicer or Special Servicer
under this Agreement with respect to periods prior to the date of such termination and the right to indemnification under this
Agreement), and in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer,
as applicable; provided that, notwithstanding anything to the contrary, if a Servicer Termination Event or Special Servicer
Termination Event, as applicable, under clauses (i), (ii), (iii), (ix) and/or (x) of Section
7.1(a) only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities,
but has no adverse effect on the Trust Loan, the Certificateholders or a rating on any of the Certificates, then (A) the


 






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Servicer
or the Special Servicer, as applicable, shall not be terminated by the Trustee pursuant to clause (i) above of this sentence
or upon the written direction of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x)
with respect to a Servicer Termination Event or Special Servicer Termination Event under clause (x) of Section 7.1(a),
the related Other Depositor or (y) with respect to a Servicer Termination Event or Special Servicer Termination Event under clauses
(i), (ii), (iii) and/or (ix) of Section 7.1(a), the related affected Companion Loan Holder, shall
be able to require termination of the Servicer or Special Servicer, as applicable, pursuant to clause (ii) above of this
sentence. Upon any termination of the Servicer or the Special Servicer, as applicable, and appointment of a successor to the Servicer
or the Special Servicer, as applicable, the Trustee shall promptly notify the Certificate Administrator of such termination or
appointment, and the Certificate Administrator shall, as soon as possible, post such written notice thereof on the Certificate
Administrator’s Website and provide the same to the 17g-5 Information Provider who shall post written notice thereof to the
17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, give written notice of such termination
to the Depositor, the Companion Loan Holders and the Certificateholders. Notwithstanding anything herein to the contrary, the Depositor
shall have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination
Event of which the Depositor becomes aware. Upon any termination of the Servicer or the Special Servicer, as applicable, and appointment
of a successor to the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall, as soon as possible,
post such notice thereof on the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider
who shall post notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter,
give written notice to the Companion Loan Holders, the Depositor and the Certificateholders by mail to the addresses set forth
in the Certificate Registrar. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the
obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor
becomes aware. During any Control Period, the Controlling Class Representative shall have the right to select the successor Special
Servicer following any Special Servicer Termination Event.


 


(d)          During
any Control Period, the Controlling Class Representative shall have the right to direct the Trustee to terminate the Special Servicer
at any time when the Mortgage Loan is a Specially Serviced Mortgage Loan (subject to such terminated Special Servicer’s rights
to indemnification, payment of outstanding fees, and other rights set forth in this Agreement which survive termination), upon
at least three Business Days’ prior notice, with or without cause, and the Controlling Class Representative shall have the
right to, and shall, appoint a successor Special Servicer who shall execute and deliver to the other parties hereto an agreement,
in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; provided that the Controlling Class Representative
shall have obtained a Rating Agency Confirmation from each Rating Agency as to the proposed successor Special Servicer prior to
the termination of the existing Special Servicer and delivered it to the Trustee. The Special Servicer shall not be terminated
pursuant to this subsection (d) until a successor Special Servicer shall have been appointed. The Controlling Class Representative
shall pay any costs and expenses incurred by the Trust in connection with the removal and appointment of a Special Servicer pursuant
to this subsection (d) (unless such removal is based on any of the events or circumstances set forth in Section 7.1(a)).
During any Consultation


 






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Period and any Consultation Termination Period, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the aggregate Voting Rights of the Certificates requesting a vote to terminate and replace the
Special Servicer with a proposed successor Special Servicer that is a Qualified Replacement Special Servicer, (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, (iii) delivery by such holders to the certificate administrator (if any) and the trustee
for each Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) of a Companion Loan Rating Agency
Confirmation with respect to the appointment of such new special servicer (which Companion Loan Rating Agency Confirmation shall
be obtained at the expense of such holders) and (iv) delivery by such Certificateholders to the Certificate Administrator and the
Trustee of a Rating Agency Confirmation from each Rating Agency with respect to the appointment of such replacement Special Servicer
(which confirmation shall be obtained at the expense of such Holders), the Certificate Administrator shall promptly provide written
notice thereof to all Certificateholders by posting such notice on the Certificate Administrator’s Website pursuant to Section
8.14(b) and by mailing such notice to their addresses appearing in the Certificate Register. Upon the written direction of
(A) the Holders of Certificates (other than Class R Certificates) evidencing at least 66-2/3% of a Certificateholder Quorum or
(B) the Holders of Certificates evidencing more than 50% of the Voting Rights of each Class of Certificates other than the Class
X and Class R Certificates (but, for purposes of this clause (B), considering only those Classes of Certificates that have, in
each such case, an outstanding Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts then allocable to
the subject Class of Certificates, equal to or greater than 25% of an amount equal to (1) the initial Certificate Balance of such
Class of Certificates minus (2) payments of principal previously made with respect to such Class of Certificates), the Certificate
Administrator shall notify the Trustee and the Trustee shall terminate all of the rights and obligations of the Special Servicer
under this Agreement and appoint the successor Special Servicer designated by such Certificateholders (subject to such terminated
Special Servicer’s rights to indemnification, payment of outstanding fees and other rights set forth in this Agreement which
survive termination); provided, that if such written direction is not provided within 180 days of the initial request for
a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The provisions
set forth in the foregoing sentences of this subsection (d) shall be binding upon and inure to the benefit of solely the
Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or
arising from any breach or alleged breach of such provisions, provided that the Special Servicer shall maintain its rights to indemnification,
payment of outstanding fees, reimbursement of Advances (and Advance Interest) and other rights set forth in this Agreement which
survive termination and shall maintain any cause of action based upon any breach of such rights, if applicable. As between the
Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their
sole discretion to vote for the termination or not vote for the termination of the Special Servicer. The Holders of the Certificates
that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal
and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s Website
and that each Certificateholder may register to receive email notifications when such notices are posted thereon.


 






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(e)          In
the event that the Servicer or the Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall notify
the outgoing Servicer or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or the Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Borrower), terminate all of its rights and obligations under this Agreement and in and to
the Mortgage Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder
and any rights or obligations that expressly survive the termination of the Terminated Party pursuant to the terms of this Agreement
(including the right to receive all amounts that continue to be payable to it under this Agreement with respect to periods prior
to the date of such termination and the right to the benefits of Section 6.3 notwithstanding any such termination). On or
after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of its authority and power under
this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder
in the event and to the extent that it is a Certificateholder) or the Mortgage Loan or otherwise, shall pass to and be vested in
the Terminating Party pursuant to and under this Section (absent the appointment of an alternative successor, and such successor’s
assumption of obligations hereunder, including, without limitation, in the case of the Special Servicer, a successor designated
by the Controlling Class Representative during any Control Period) and, without limitation, the Terminating Party is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loan
and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each agrees that, in the event it is
terminated pursuant to this Section 7.1, or resigns under Section 6.4(b), to promptly (and in any event no later
than ten Business Days subsequent to such notice) provide, at its own expense, the Terminating Party (which term shall include
for the purposes of the remainder of this Section 7.1(e), the Trustee (or a successor Servicer or Special Servicer) in connection
with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) with all documents and records in its possession
or under its control relating to the Mortgage Loan or the Property necessary or appropriate to enable the Terminating Party to
assume its functions hereunder, and to reasonably cooperate with the Terminating Party and the successor to its responsibilities
hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer
to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable, for administration by it
of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which term shall include,
for the purposes of the remainder of this Section 7.1(e), the resigning party in connection with a resignation of the Servicer
or the Special Servicer under Section 6.4(b)) to the Collection Account, any Foreclosed Property Account or shall thereafter
be received with respect to the Mortgage Loan, and shall promptly provide the Terminating Party or such successor Servicer or Special
Servicer, as applicable (which may include the Trustee), as applicable, all documents and records reasonably requested by it, such
documents and records to be provided in such form as the Terminating Party or such successor Servicer or the Special Servicer,
as applicable, shall reasonably request (including electronic form, to the extent such form is available to the Terminated Party),
to enable it to assume the function of the Servicer or the Special Servicer, as applicable, hereunder. All reasonable costs


 






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and
expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection with transferring
the Mortgage Loan File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and amending this
Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon presentation
of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating Party or such
successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party shall
not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in the event that the Special Servicer
is terminated without cause pursuant to this Section 7.1, all costs and expenses incurred or payable by the terminated Special
Servicer under this Section 7.1 shall be paid by the Holders requesting such termination.


 


7.2          Trustee
to Act; Appointment of Successor.


 


(a)          On and after the time
the Servicer or the Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or
resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section
6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall,
unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special
Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for
herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and
liabilities relating thereto and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however,
that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be)
shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party
and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated
Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate
as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The
Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be
indemnified to the full extent provided to the Servicer under this Agreement prior to the Servicer’s termination. The
appointment of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability of the Terminated
Party that may have arisen prior to its termination as such and shall not affect any indemnification to which the Terminated
Party is entitled arising out of its having been the Servicer or Special Servicer, as applicable, pursuant to the terms of
this Agreement. The Terminating Party shall not be liable for any of the representations and warranties of the Terminated
Party herein or in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses
incurred in respect of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor
Servicer or Special Servicer be required to purchase the Mortgage Loan hereunder. None of the Trustee, the Terminating Party,
the successor Servicer or the Special Servicer shall have any responsibility nor shall any of them be in default hereunder or
incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this
Agreement


 






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if any such failure or delay results from the Trustee, the Terminating Party, successor Servicer or successor
Special Servicer acting in accordance with information prepared or supplied by any other Person or the failure of any such
Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer or the
successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any
failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer
or Special Servicer (if the successor is not succeeding to such capacities), the Depositor or the Trustee or for any
inaccuracy or omission in a notice or communication received by the successor from any third party or (ii) which is due to or
results from the invalidity, unenforceability of the Mortgage Loan, Mortgage Loan Agreement or any other agreement under
applicable law; provided that nothing herein shall in any way diminish the duty of the Terminated Party to perform its
obligations under Section 7.1(e). As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Mortgage Loan that accrues after the
date of the Terminating Party’s succession to which the Terminated Party would have been entitled if it had continued
to act hereunder and, in the case of a successor Special Servicer, the Special Servicing Fee, to the extent provided in this
Agreement. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so
act, or if the Holders of Principal Balance Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Principal Balance Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating
Agencies as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the
Rating Agencies do not provide written confirmation that the succession of the Trustee as Servicer or Special Servicer, as
the case may be, shall not cause a downgrade, qualification or withdrawal of the then current ratings of the
Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established loan servicing
institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the
successor to the Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer or the Special Servicer, as applicable, hereunder. No appointment of
a successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all the Terminated
Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party
hereunder, unless the Trustee shall be prohibited by-law from so acting, the Trustee shall act in the applicable capacity as
herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer
hereunder shall be subject to the Controlling Class Representative’s right to replace the Special Servicer during any
Control Period. In connection with such appointment and assumption described herein, the Trustee may make such arrangements
for the compensation of such successor out of payments on the Mortgage Loan as it and such successor shall agree; provided, however,
no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to the
Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section
3.4(c). The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 






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If the Trustee or an
Affiliate acts pursuant to this Section 7.2 as successor to the resigning Servicer or terminated Servicer, as the case may
be, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as
successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning Servicer or terminated Servicer, as the case may be, other than itself or an Affiliate pursuant to this Section
7.2, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee)
for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


(b)          Notwithstanding
Section 7.1(b) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer Termination Event
under Section 7.1(a)(vii), Section 7.1(a)(viii) or Section 7.1(a)(ix) and the terminated Servicer provides
the Trustee with the appropriate “request for proposal” materials within five Business Days after such termination,
then such Servicer shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter
(using such “request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights
to be the successor Servicer under this Agreement from at least three Persons qualified to act as successor Servicer hereunder
in accordance with Section 6.4 and this Section 7.2 for which the Trustee has received a Rating Agency Confirmation
(any such Person so qualified, a “Qualified Bidder”) or, if three Qualified Bidders cannot be located, then
from as many Persons as the Trustee can determine are Qualified Bidders; provided, however, that (i) at the Trustee’s
request, the terminated Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the
Trustee shall not be responsible if less than three or no Qualified Bidders submit bids for the right to be the successor Servicer
under this Agreement. The Trustee shall have no obligation and shall have no liability or responsibility for the information in
the bid materials. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Servicer with respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within
45 days after the receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis
of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at
a sub-servicing fee rate per annum equal to the Retained Servicing Fee Rate (each, a “Servicing-Retained Bid”)
and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest
cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Successful
Bidder shall enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained
Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later than 45 days after the
termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful
Bidder, and upon the payment of the proceeds by the Successful Bidder to the Certificate Administrator, the Certificate Administrator
shall remit or cause to be remitted to the terminated Servicer the amount of such cash bid received from the Successful Bidder
(net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring servicing).


 


(c)          In
order to induce a party other than itself or one of its Affiliates to submit a Servicing-Retained Bid, the Trustee may reduce the
fee paid to a sub-servicer pursuant to


 






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Section 7.2(b) above to the extent reasonably necessary to appoint a successor other
than itself or an Affiliate.


 


7.3          Notification
to Certificateholders, the Depositor and the Rating Agencies.


 


(a)          Upon
any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment of a
successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Depositor and the Rating Agencies.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates
and to the Depositor and to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s
Website) (in electronic form reasonably acceptable to the 17g-5 Information Provider) notice of such Servicer Termination Event
or Special Servicer Termination Event, as the case may be, unless the Certificate Administrator shall have received notice that
such Servicer Termination Event or Special Servicer Termination Event shall have been cured or waived.


 


7.4          Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event, as
the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its
rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the
Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings and
the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be
entitled to be reimbursed therefor pursuant to Section 3.4(c) from the Collection Account. Except as otherwise
expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and
each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event or
Special Servicer Termination Event.


 


7.5          Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Principal Balance
Certificates evidencing not less than 66 and 2/3% of the aggregate Voting Rights of all then outstanding Principal Balance
Certificates (and, if affected by the related default, the Companion Loan Holders) may, on behalf of all Certificateholders
(and the Companion Loan Holders) and upon adequate indemnification of the Trustee by the requesting Holders of Certificates,
waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits (including Monthly Interest Payment Advances) to or payments
from the Collection Account, the Distribution Account or any Foreclosed Property


 






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Account or in remitting payments as
received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to
exist, and the related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or
impair any right related thereto.


 


7.6          Trustee
as Maker of Advances. In the event that the Servicer fails
to fulfill its obligations hereunder to make any Advances, the Trustee shall, subject to the provisions of Section 3.23
of this Agreement, perform such obligations (w) within five Business Days (or such shorter period (but not less than one Business
Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under the Mortgage Loan Documents or
this Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to the Property by reason
of failure to pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer of the Trustee
obtaining knowledge of such failure by the Servicer with respect to Property Protection Advances and Administrative Advances and
(x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly Interest Payment Advances. With respect
to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s rights with respect to Advances
hereunder, including, without limitation, the rights of reimbursement and interest on each Advance at the Advance Interest Rate,
and rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights
of reimbursement caused by such Servicer’s default in its obligations hereunder and further subject to the Trustee’s
standard of good faith judgment); provided, however, if Advances made by the Trustee and the Servicer shall at any
time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances
and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Servicer for such Advances
and interest accrued thereon. The Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect
to a Nonrecoverable Advance hereunder.


 


8.          THE TRUSTEE
AND THE CERTIFICATE ADMINISTRATOR


 


8.1          Duties
of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination
Event or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust
to perform such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the
Servicer or the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate
Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event, as the
case may be, has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2
and 7.4, shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of
care and skill in such exercise, as a prudent institution would exercise or use under the circumstances in the conduct of
such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed
as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on
the part of the Trustee in the exercise of such right. The Certificate


 






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Administrator undertakes to perform at all times such
duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate
Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the
negligence, bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such
right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of
a holder of the Mortgage Loan on behalf of the Certificateholders and the Companion Loan Holders, subject to the terms of the
Mortgage Loan Documents; provided, however, that the Mortgage Lender’s obligations under the Mortgage Loan Documents
shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)          Subject
to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate
Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause
to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the extent
specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall be
responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by any
other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to this
Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material manner,
the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable,
reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)          Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator
from liability for its own negligent action, its own negligent failure to act, its failure to perform its obligations in compliance
with this Agreement, or its own willful misconduct or bad faith; provided, however:


 


(i)           no
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and each
of the Trustee and the Certificate Administrator, as applicable, 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 and/or the Certificate
Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and
to have been duly executed by the proper authorities respecting any matters arising hereunder;


 


(ii)          neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator
or such Responsible Officer was negligent in ascertaining the pertinent facts;


 






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(iii)         neither
the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, under this Agreement;


 


(iv)        neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer
to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred to in
Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator,
as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable,
receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;


 


(v)          neither
the Trustee nor the Certificate Administrator, as applicable, 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 the Certificate Administrator,
as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency;


 


(vi)        neither
the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information provided
to or received by the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Certificates
is required to maintained on a confidential basis; and


 


(vii)       for
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action with
respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special
Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual
knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual knowledge
otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage
Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event.


 


(d)          None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner
of performance of, any


 






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of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect to
the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything
contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection
with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate
Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee
and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate
Administrator hereunder, as applicable.


 


8.2          Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section
8.1:


 


(i)          each
of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)         each
of the Trustee and the Certificate Administrator may consult with counsel and accountants, and any written 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 with such Opinion of Counsel;


 


(iii)        neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered
to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided, however,
that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event
or Special Servicer Termination Event, as the case may be (which has not been cured or waived), to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs;


 


(iv)        neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






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(v)         prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or waiver
of such Servicer Termination Event or Special Servicer Termination Event, as applicable, that may have occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, if the payment within
a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by
either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably
assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee
or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses
or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the
Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special
Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;


 


(vi)        each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys selected by it with due care but shall not be relieved of its obligations
by virtue of the use of any such agent or attorney;


 


(vii)       no
provision of this Agreement or of the Certificates shall require the Trustee or the Certificate Administrator to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it;


 


(viii)      the
Certificate Administrator shall not be liable for any loss on any investment of funds made by it pursuant to the terms of this
Agreement other than as set forth in Section 3.8 (and other than investments made with the Certificate Administrator as
an obligor on such investments in its individual commercial capacity);


 


(ix)         neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder;


 


(x)          neither
the Trustee nor the Certificate Administrator, as applicable, hereunder shall be personally liable hereunder by reason of any act
or failure to act of any predecessor or successor Trustee or Certificate Administrator, as applicable, hereunder.


 






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(b)          Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 


(c)          All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)          In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (“Applicable Laws”), each of the Trustee and the Certificate Administrator is required
to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship
with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee
or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information and documentation
as may be available for such party in order to enable the Trustee to comply with Applicable Laws.


 


8.3          Neither
the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the
Certificates) shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make
no representations as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the
Certificates or of the Mortgage Loan or related documents except as expressly set forth herein. Neither the Trustee nor the
Certificate Administrator shall be liable for any action or failure to take any action by the Loan Seller under the Trust
Loan Purchase Agreement, including, without limitation, in connection with any failure of the Loan Seller to properly prepare
each of the documents and/or instruments referred to in clauses (B), (C) and (G) of the definition of Mortgage Loan File in Section
2.1(b), and the Trustee shall not be required to take any action in connection with such action or failure of the Loan
Seller (except to the extent otherwise expressly required pursuant to this Agreement). The Trustee and the Certificate
Administrator shall not be liable for any action or failure of any action by the Depositor, the Servicer or the Special
Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any responsibility or liability
for or with respect to the legality, ownership, title, recordability, collectability, suitability, genuineness, validity or
enforceability of any of the Mortgage or Collateral Security Documents or the Mortgage Loan, or the perfection, sufficiency
and priority of any of the Mortgage or Collateral Security Documents or the maintenance of any such perfection and priority,
or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation, the existence, condition and ownership of the
Property; the existence and enforceability of any hazard insurance thereon; the validity of the assignment of the
Mortgage Loan to the Trust; the performance or


 



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enforcement of the Mortgage Loan (other than with respect to the Servicer or the Special Servicer, if the Trustee shall assume
the duties of the Servicer and/or the Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent
of the obligations of the Servicer or the Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Borrower,
the Servicer and the Special Servicer with any warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s
or the Certificate Administrator’s, as applicable, receipt of notice or other discovery of any noncompliance therewith or
any breach thereof; any investment of monies by or at the direction of the Servicer or the Special Servicer or any loss resulting
therefrom (other than investments made with the Trustee or the Certificate Administrator in its commercial capacity); the failure
of the Servicer, the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action
by the Trustee or the Certificate Administrator taken at the direction of the Servicer or the Special Servicer (other than with
respect to the Trustee, if the Trustee shall assume the duties of the Servicer or the Special Servicer); provided, however,
the foregoing shall not relieve the Trustee or the Certificate Administrator of its obligation to perform its duties under this
Agreement. Except with respect to a claim based on the Trustee’s or the Certificate Administrator’s, as applicable,
negligent action, negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with
respect to any particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates,
the Mortgage, the Property, the Collateral Security Documents or the Mortgage Loan or assignment thereof against the Trustee or
the Certificate Administrator in their individual capacity, the Trustee and the Certificate Administrator shall not have any personal
obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such
claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither
the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing or continuation statements
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become the successor Servicer
or Special Servicer). Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such Certificates or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loan to the Trust or any funds in respect of the Mortgage Loan deposited
in or withdrawn from the Collection Account or any account maintained by or on behalf of the Servicer (except to the extent that
the Collection Account is held by the Trustee or the Certificate Administrator in their commercial capacities), or for investment
of such amounts (other than investments made with the Trustee or the Certificate Administrator in their commercial capacities).


 


Neither the Trustee nor
the Certificate Administrator, by reason of the action or inaction of a Responsible Officer or Responsible Officers of the Trustee
or the Certificate Administrator, as applicable, nor any of their respective directors, officers, employees, Affiliates or agents
shall have any liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, for actions taken or not taken at the direction of the
Certificateholders or the Companion Loan Holders or for errors in judgment; provided, however, this provision shall
not protect the Trustee, the Certificate Administrator or any such Person


 






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against any liability which would otherwise be imposed
by reason of negligence, bad faith or willful misconduct of the Trustee, the Certificate Administrator or any such Person, as applicable.
Except with respect to any fidelity bond required pursuant to Section 8.6, the Trustee and the Certificate Administrator
will not be required to post any kind of bond or surety in connection with the execution and performance of its duties under this
Agreement. In no event will the Trustee or the Certificate Administrator, as applicable, be liable for any failure or delay in
the performance of its obligations under this Agreement due to force majeure or acts of God, nor will the Trustee or the Certificate
Administrator, as applicable, be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage. The Trustee, the Certificate Administrator and any of their respective directors, officers,
employees, Affiliates or Controlling Persons shall be indemnified pursuant to Section 3.4(c) out of amounts on deposit in
the Collection Account, and held harmless against any and all claims, losses, liabilities, demands, foreclosures, damages, penalties,
fines, forfeitures, legal fees, liabilities or expenses and related costs, judgments or other costs, liabilities or expenses incurred
in connection with or related to the Trustee’s or the Certificate Administrator’s performance of their respective powers
and duties under this Agreement (including, without limitation, performance under Section 8.1 hereof); provided,
however, this provision shall not protect the Trustee, the Certificate Administrator or any such Person against, or provide
any of them indemnification for, any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct
of the Trustee, the Certificate Administrator or any such Person. The indemnification provided hereunder shall survive the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, and the termination of this Agreement. Anything herein
to the contrary notwithstanding, the Trustee shall be responsible for its acts or failure to act as Servicer and/or the Special
Servicer during the time the Trustee is serving as such pursuant and subject to the terms of this Agreement.


 


Subject to the terms
of this Agreement, except as otherwise provided herein,, neither the Certificate Administrator nor the Trustee will have any duty
(except, with respect to the Trustee, in the capacity as a successor Servicer or successor Special Servicer) (A) to see to any
recording, filing or depositing of any agreement or any financing statement or continuation statement evidencing a security interest,
or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing thereof,
(B) to see to any insurance, and (C) to confirm or verify the contents of any reports or certificates of the Servicer or the Special
Servicer delivered to the Trustee or the Certificate Administrator, as the case may be, reasonably believed by the Trustee or the
Certificate Administrator, as the case may be, to be genuine and to have been signed or presented by the proper party or parties.


 


8.4          Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual or
any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 


8.5          Trustee’s
and Certificate Administrator’s Fees and Expenses. The Trustee and the Certificate Administrator shall be entitled
to the Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents the Trustee
Fee, which is payable


 



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to the Trustee), payable pursuant to Section 3.4(c). The Certificate Administrator
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth herein) for
all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance of any of
the powers and duties of the Certificate Administrator and the Trustee hereunder. The Trustee and the Certificate Administrator
shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the
Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable
fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility
of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the Collection
Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate Administrator
shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses (a)
so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s or the
Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an indemnity
from the Certificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall provide the
Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection with the performance
of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither
the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this
Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement
is expressly provided for herein or otherwise permitted hereunder.


 


8.6          Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee
and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified Trustee,
as applicable, and shall not be an Affiliate of the Borrower, any Approved Mezzanine Loan Borrower or the Depositor or an
Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the
Servicer and/or Special Servicer pursuant to Section 7.2). In addition, the Trustee shall satisfy the requirements for
a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a
corporation, association or trust company publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined
capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In the event that the place of business from which the Trustee or the Certificate
Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust,
the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate
Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not


 



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impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section 8.7.


 


(b)          Each
of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s
or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the
Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided, that if the
unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-” by S&P and “A” by DBRS, then the claims paying ability of the insurer under such applicable error
and omissions insurance policy must be rated at least “A-” by S&P and “A” by DBRS. Such insurance policy
shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud,
errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by
applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In
the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall
obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee
and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as its (or
its immediate or remote parent’s) is rated at least “A-” by S&P (or, if not rated by S&P, an equivalent
rating by another NRSRO or rated no lower than “A-:VIII” by A.M. Best Company, Inc.).


 


8.7          Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the
Depositor, each Initial Purchaser, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate
Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall
post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice
of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the
Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8,
such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as
applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section
8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate
Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or
withdrawal by the Rating Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written
confirmation from each Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee
or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor
Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee or Certificate


 



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Administrator, as applicable, may petition any
court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable.


 


If at any time any of
the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate
Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control
of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor
Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of
the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable,
so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing,
in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee
or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument
or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument
or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to
the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed.
Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or
Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s website,
as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the
Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including
interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided
that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph,
or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate,
more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be
required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation,
the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate
administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated
without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above
in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated part necessary
to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator,
as applicable.


 



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Any resignation or removal
of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


8.8          Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided
in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and to its
predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the
representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Sections
2.3 and 2.4, respectively, and thereupon the resignation or removal of the predecessor trustee or certificate
administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee or certificate administrator herein. The
predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator, as
applicable, the Mortgage Loan File and related documents and statements held by it hereunder, and the Depositor, the
Servicer, the Special Servicer and the predecessor trustee or certificate administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the
successor Trustee or Certificate Administrator all such rights, powers, duties and obligations, subject, however, to
the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this
Agreement.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section, the successor Trustee or Certificate Administrator
shall mail notice of the succession of such successor Trustee or Certificate Administrator hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer,
the Companion Loan Holders and the Borrower.


 


No Trustee or Certificate
Administrator hereunder shall be personally liable hereunder by reason of any act or failure to act of any predecessor or successor
Trustee or of any predecessor or successor Trustee certificate administrator, as applicable, hereunder.


 


8.9          Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the
successor of the Trustee or the Certificate Administrator, as


 



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applicable, and shall be deemed to have assumed all of the
liabilities and obligations of the Trustee or the Certificate Administrator, as applicable, hereunder, provided that
(i) such Person shall be eligible under the provisions of Section 8.6, without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating Agency
Confirmation shall have been delivered to such Person.


 


8.10        Appointment
of Co-Trustee or Separate Trustee. (a) At any time or times, for
the purpose of meeting any legal requirements of any jurisdiction in which any part of the Property may at the time be
located or in which any action of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the
Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an
instrument in writing signed by it or them, may appoint one or more individuals or corporations approved by the Trustee to
act as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the
Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee
acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the
Trust pursuant to Section 3.4(c).


 


(b)          The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the
Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment,
and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or
the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of
this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed
shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate
trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact
and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her
or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee
shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate
trustee or co-trustee unless and until a successor is appointed.


 


(c)          All
provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply to
each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to the Trustee
and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate
Administrator, Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable.


 


(d)          Every
co-trustee and separate trustee hereunder shall, to the extent permitted by-law, be appointed and act and the Trustee shall act,
subject to the following


 



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provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee in
respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed by
the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee
or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised hereunder
by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee; and (iv) no trustee hereunder
shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)          Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)           Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the
Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.


 


8.11        Appointment
of Authenticating Agent. (a) The Certificate Administrator may appoint an agent or agents which shall be authorized to
act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid
and obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made
in this Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate
Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of
the Certificate Administrator by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or
association organized and doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such law to act as Authenticating Agent, having a combined capital and surplus of not less than
$15,000,000, authorized under such laws to do trust business and subject to supervision or examination by federal or state
authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If, at any time, an Authenticating Agent shall cease to be eligible in accordance
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shall resign immediately in the manner and with the
effect specified in this Section. The initial Authenticating Agent shall be the Certificate Administrator.


 


(b)          Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be otherwise
eligible under this Section.


 


(c)          An
Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Servicer or
the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. The Certificate Administrator may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer
or the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written
notice of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in
the Certificate Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


8.12        Trustee
and Certificate Administrator Indemnification; Third-Party Claims.


 





(a)          Each
of the Trustee and the Certificate Administrator and any director, officer, employee or agent of the Trustee or the Certificate
Administrator, as applicable, shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loan against
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 any legal action relating to this Agreement, other than any loss, liability or expense
(i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms
of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting
from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in connection
with any legal action or claim against the party seeking indemnification, resulting from any negligence, bad faith or willful misconduct
on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations
or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 3.4, 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. The indemnification


 



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provided herein shall survive the termination of this Agreement
and the termination or resignation of the Trustee and/or the Certificate Administrator, as applicable.


 


(b)          Each
of the Trustee and the Certificate Administrator (each, in such indemnifying capacity and for purposes of this Section 8.12(b),
an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust and each of (other than itself)
the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee
or agent or Controlling Person of any of the foregoing Persons (each, in such indemnified capacity and for purposes of this Section
8.12(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct)
that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful misconduct
in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying
Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such
Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder. Such indemnification
obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement.
Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party
shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section
8.12(b); provided, however, that nothing in this Section 8.12(b) shall deprive (i) the Trustee or the
Certificate Administrator of any limitation on its liability or right to indemnification from the Trust provided to such party
as and to the extent provided by Section 8.12(a), or (ii) the Depositor, the Servicer or the Special Servicer of any limitation
on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section
6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid
or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that
the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection
with the conduct in question.


 


The 17g-5 Information
Provider shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that
arise out of or are based upon (i) a breach by the 17g-5 Information Provider of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the 17g-5 Information Provider in the performance of such obligations or its negligent
disregard of its obligations and duties under this Agreement


 


8.13        Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution Date
and a voluntary prepayment or the payment at maturity by the Borrower of the Mortgage Loan or any portion thereof, the
Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information
received from the Servicer or the Special Servicer in reliance


 



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on notices received from the Borrower. In the event of any
inconsistencies in payments or prepayments made by the Borrower with the previously delivered notices by the Borrower, all
costs and expenses incurred as a result of a failure by the Borrower to make any such payments or prepayment, shall be paid
by the Borrower in accordance with the Mortgage Loan Agreement provided that the amount of payment reported to the
Depository by the Certificate Administrator was consistent with the information received from the Servicer or the Special
Servicer. If the Borrower fail to do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to
the Servicer or the Special Servicer, as applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in
the Collection Account. None of the Certificate Administrator, the Servicer or the Special Servicer shall be liable for any
inability or delay of the Depository to make a distribution as a result of such inconsistencies. Notwithstanding the
foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably possible
of any such inconsistencies.


 


8.14         Access
to Certain Information. (a) The Certificate Administrator (or, in the case of clause (i), the Trustee) shall
afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of
Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Mortgage Loan or the other assets of the Trust that are in its
possession or within its control, including without limitation:


 


(i)           the
Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);


 


(ii)          the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificates Administrator for the Property, and


 


(iii)         all
notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed
any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental
condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation.


 


Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator, the Trustee or the Custodian, as applicable.


 


Prior to the occurrence
of a Special Servicing Loan Event and upon delivery of an Investor Certification substantially in the form of Exhibit K-1 to the
Certificate Administrator, Brookfield GP shall have access to all the reports and information as set forth in this Section 8.14(a).
Following the occurrence of a Special Servicing Loan Event, Brookfield GP shall not be deemed a Privileged Person (other than for
purposes of receiving the Distribution Date Statement) and the Certificate Administrator or Trustee, as applicable, shall not afford
or


 



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cause to be afforded to Brookfield GP access to any documentation as set forth in this Section 8.14(a).


 


The Certificate Administrator
or the Trustee, as applicable, shall provide copies of the items described in this Section 8.14(a) above upon reasonable
written request to the Certificateholders. The Certificate Administrator or the Trustee, as applicable, may require payment for
the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person,
in a form reasonably acceptable to the Certificate Administrator or the Trustee, as applicable, to the effect that the Person making
the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating
its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance
of their Certificates, shall be deemed to have agreed to keep this information confidential.


 


(b)          The
Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of the Distribution
Date Statements, all Privileged Persons), via the Certificate Administrator’s Website, the following items (to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format to cgcmtcmbs@citicom:


 


(i)          The
following “deal documents”:


 


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


 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust Loan
Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.


 


(ii)         The
following “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)          all
CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate
Administrator pursuant to Section 3.18(a); and


 


(C)          operating
statements and other periodic Property reports provided pursuant to Section 3.18(c) (provided they are received by
the Certificate Administrator;.


 


(iii)        The
following “additional documents”:


 



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(A)          summaries
of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)          all
Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)         The
following “special notices”:


 


(A)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(e);


 


(B)          any
notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section
7.1(c);


 


(C)          any
notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant
to Section 7.1(b);


 


(D)          any
request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to
Section 7.1(d);


 


(E)          any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(F)          any
and all Officer’s Certificates and other evidence delivered to or by the Trustee to support its or the Servicer’s,
as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section
3.23(f);


 


(G)          any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)          any
amendment to this Agreement pursuant to Section 11.1;


 


(I)           all
Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;


 


(J)           notice
of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and
replace the Special Servicer; and


 


(K)          identification
of the commencement of a Consultation Period or a Consultation Termination Period, and of the termination of a Control Period or
Consultation Period;


 



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(v)          the
“Investor Q&A Forum” pursuant to Section 4.5(a);


 


(vi)         solely
to Certificateholders and Beneficial Owners of Certificates, the “Investor Registry” pursuant to Section 4.5(b);


 


(vii)        any
Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19; and


 


(viii)       any
Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20.


 


The foregoing information
shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt;
provided that the Certificate Administrator shall prohibit any Person that is not a Non-Restricted Privileged Person from accessing
any information other than the Distribution Date Statements.


 


Prior to the occurrence
of a Special Servicing Loan Event and upon delivery of an Investor Certification substantially in the form of Exhibit K-1 to the
Certificate Administrator, Brookfield GP shall have access to all the reports and information made available to such Privileged
Persons as set forth in this Section 8.14(b). After the occurrence of a Special Servicing Loan Event and upon delivery of
an Investor Certification substantially in the form of Exhibit K-2 to the Certificate Administrator, Brookfield GP shall have access
to only the Distribution Date Statements prepared by the Certificate Administrator.


 


The 17g-5 Information
Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered
to it via email at ratingagencynotice@citi.com, specifically with a subject reference of “225 Liberty Street Trust 2016-225L”
and an identification of the type of information being provided in the body of the email, or via any alternate email address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may
be necessary or beneficial:


 


(i)           any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);


 


(ii)          any
Environmental Reports delivered by the Special Servicer under Section 3.12(d);


 


(iii)         any
Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;


 


(iv)         any
Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;


 


(v)          any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 



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(vi)        any
information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(d) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(d));


 


(vii)       any
notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without
receiving a Rating Agency Confirmation as set forth in Section 3.27(a);


 


(viii)      any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);


 


(ix)         all
notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee (and appointments of successors to the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee) received by the 17g-5 Information Provider;


 


(x)          any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement;


 


(xi)         any
summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section
8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication
was with;


 


(xii) 
      any amendment to this Agreement pursuant to Section 11.1;


 


(xiii)       notice
of final payments on the Certificates;


 


(xiv)       the
Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xv)        any
notice of amendment of the Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 17 of
such Trust Loan Purchase Agreement.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. The 17g-5 Information
Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same Business Day of receipt
of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next
Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such information to the 17g-5 Information
Provider’s Website, notify, or cause the notification of, (i) each registered Rating Agency and other NRSRO and (ii) upon
request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website, in each case by electronic mail of the posting of such information on the 17g-5 Information Provider’s Website (provided
that if the Servicer or Special Servicer has registered for access to the 17g-5


 



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Information Provider’s Website, such party
will automatically receive notification when such item has been posted and no request shall be required).


 


Neither the Certificate
Administrator nor the 17g-5 Information Provider shall have any obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, the Certificate Administrator or the
17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website or the 17g-5 Information
Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator or the 17g-5 Information Provider have
obtained nor shall any of them be deemed to have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate
Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate
Administrator’s Website to the extent such information was not produced by the Certificate Administrator. Access to the 17g-5
Information Provider’s Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration
at the 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information
Provider’s Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification. If a NRSRO
(including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the
17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating
Agency, a NRSRO Certification is submitted to the 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business
Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit
each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided,
that each email address so provided shall be associated with a registered user of the 17g-5 Information Provider’s Website.


 


The Certificate Administrator
and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed-up for access to the
Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable, in respect of the transaction
governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate Administrator and the 17g-5 Information
Provider may require registration and the acceptance of a disclaimer. The Certificate Administrator and the 17g-5 Information Provider
shall not be liable for the dissemination of information in accordance with the terms of this Agreement, make no representations
or warranties as to the accuracy or completeness of such information being made available, and assume no responsibility for such
information. The 17g-5 Information Provider shall not be liable for making any information available to the Rating Agencies or
NRSROs unless same was delivered to it at its email address set forth above (or by any other form of electronic delivery reasonably
acceptable to the 17g-5 Information Provider pursuant to the terms of this Agreement), with the proper subject heading.


 



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Assistance in using or
delivering information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be
obtained by calling 800-422-2066.


 


(c)          Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make
available through its website or otherwise, all information necessary to enable the Certificate Administrator to comply with Section
8.14(b) and any additional information relating to the Mortgage Loan, the Property or the Borrower, for review by the Depositor,
the Initial Purchasers, the Companion Loan Holders, the Trustee, the Certificate Administrator or any other Persons who deliver
an Investor Certification substantially in the form of Exhibit K-1 in accordance with this Section 8.14(c), and the
Rating Agencies (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider in
accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”),
in each case, except to the extent doing so is prohibited by this Agreement (including, without limitation, pursuant to the confidentiality
provisions of this Agreement related to Privileged Information), applicable law or by the Mortgage Loan Documents. Each of the
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer
it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor,
the Certificate Administrator and the Trustee, provide an Investor Certification or other confidentiality agreement acceptable
to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may
contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the
confidential nature of such information. In connection with providing access to or copies of the information described in this
Section 8.14(c) to current or prospective Certificateholders, the form of confidentiality agreement used by the Servicer
or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder or a licensed or registered investment
advisor acting on behalf of such Certificateholder, an Investor Certification substantially in the form of Exhibit K-1 executed
by the requesting Person indicating that such Person is a Holder of Certificates and shall keep such information confidential (except
that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other
Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person
confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential));
and (ii) in the case of a prospective purchaser of Certificates or interests therein, an Investor Certification substantially in
the form of Exhibit K-1 indicating that such Person is a prospective purchaser of a Certificate or an interest therein and
is requesting the information for use in evaluating a possible investment in Certificates and shall otherwise keep such information
confidential. In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder,
the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Servicer
nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the Servicer
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shall be responsible or have any liability for the completeness or accuracy of the information delivered,
produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Servicer
or the Special Servicer, as applicable.


 


In connection with the
delivery by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Servicer or the Special Servicer, as applicable, of when such information, report, notice or other document has been posted to
the 17g-5 Information Provider’s Website. The Servicer or the Special Servicer, as applicable, may, but is not obligated
to, send such information, report, notice or other document to the applicable Rating Agency or Rating Agencies following the earlier
of (i) receipt of notification from the 17g-5 Information Provider that such information, report, notice or other document has
been posted to the 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the
date it has provided such information, report, notice or other document to the 17g-5 Information Provider.


 


None of the foregoing
restrictions in this Section 8.14(c) or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, the Trustee and the Certificate Administrator, on the one
hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review
of the ratings it assigns to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (ii)
such Rating Agency’s or NRSRO’s approval of the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, as a trustee, certificate administrator, commercial mortgage master, special or primary servicer or (iii)
such Rating Agency’s or NRSRO’s evaluation of the corporate trust or securities administration operations of the Trustee
or the Certificate Administrator or of the servicing operations in general of the Servicer or the Special Servicer, the Trustee
and the Certificate Administrator, as applicable; provided, however, that the Servicer or the Special Servicer, as
applicable, shall not provide any information relating to the Certificates or the Mortgage Loan to any Rating Agency or NRSRO in
connection with such review and evaluation by such Rating Agency or NRSRO unless (x) the Borrower, Mortgaged Property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider (electronically
in a format reasonably acceptable to the 17g-5 Information Provider) and has been uploaded on to the 17g-5 Information Provider’s
Website; or (z) such Rating Agency has confirmed in writing to the Servicer or the Special Servicer, as applicable, that it does
not intend to use such information in undertaking credit rating surveillance for any Class of Certificates (and the party providing
such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described
in this clause (z)).


 


(d)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but are not required) to orally
communicate with the Rating Agencies, provided that such party summarizes the information provided to the Rating Agencies
in such communication in writing and electronically and provides the 17g-5 Information Provider with such summary in accordance
with the procedures set forth in Section 8.14(b) on the same day such communication takes place; provided that the
summary of such oral communications shall not be attributed to the Rating Agency the communication was with. The


 



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17g-5 Information
Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth
in Section 8.14(b).


 


(e)          The
Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider that
is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the 17g-5
Information Provider in accordance with the timeframe provided in Section 8.14(b).


 


(f)           Based
on information in its possession, upon written request, the Certificate Administrator shall provide written notice to the Servicer
and Special Servicer regarding (i) the commencement of a Consultation Period or a Consultation Termination Period and (ii) the
end of any Control Period or Consultation Period. Any party hereto may at any time request from the Certificate Administrator written
confirmation of whether there existed a Consultation Period or a Consultation Termination Period during the preceding calendar
year and the Certificate Administrator shall deliver such confirmation to such party within ten days of such request.


 


8.15        Appointment
of Custodian. The Certificate Administrator may, at its own expense, appoint one or more Custodians to hold all or a portion
of the Mortgage Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the
Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate
Administrator agrees to comply with the terms of the Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt
rating of at least “BBB” from S&P, “BBB” from DBRS and “BBB+” by Fitch, and shall be qualified
to do business in the jurisdiction in which it hold the Mortgage Loan File. Any compensation paid to the Custodian shall be an
unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and
shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 8.15.
The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that
are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator
named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has
such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian.
In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form
and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate
Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section
8.15 shall be issued by an insurance company or security or bonding company qualified to write the related insurance policy
in the relevant jurisdiction and whose claims paying ability is rated at least “A-” by S&P, or by any other insurer
with respect to which the Rating Agencies have provided to the Certificate Administrator a Rating Agency Confirmation. Each 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 the


 



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Mortgage Loan File directly by the Certificate Administrator. The appointment of a 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 the Custodian.


 


9.          CERTAIN
MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE


 


9.1          Selection
and Removal of the Controlling Class Representative.


 


(a)          The
Majority Controlling Class Certificateholders may elect the Controlling Class Representative.


 


(b)          The
Controlling Class Representative shall be the representative of the Controlling Class selected by the Majority Controlling Class
Certificateholders (which may not include any Holder or Beneficial Owner that is a Borrower Restricted Party), as determined by
the Certificate Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote
in each election of the Controlling Class Representative. Notwithstanding anything to the contrary herein, the Controlling Class
Representative cannot be a Borrower Restricted Party. In connection with the appointment of a Controlling Class Representative,
the party so appointed and the Majority Controlling Class Certificateholders that made the selection shall all provide written
certifications (substantially in the form of Exhibit K-3 to this Agreement) to the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator confirming that neither the prospective Controlling Class Representative nor any of the Majority
Controlling Class Certificateholders that appointed such prospective Controlling Class Representative is a Borrower Restricted
Party; and no designation of a Controlling Class Representative shall be deemed effective until such certifications are so delivered.
Notwithstanding anything to the contrary herein, each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator
may conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require that Investor
Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)          The
Majority Controlling Class Certificateholders shall give written notice to the Servicer, the Special Servicer, the Trustee and
the Certificate Administrator of the appointment of any Controlling Class Representative (in order to receive notices hereunder).
Each party hereto hereby represents that, as of the Closing Date, no written notice of the appointment of a Controlling Class Representative
has been received by such party and the other parties to the Agreement acknowledge, and may conclusively rely upon, such representation
as of the Closing Date. From and after the Closing Date, the parties hereto will be required to comply with the provisions of this
Agreement with respect to the Controlling Class Representative including, without limitation, Sections 9.1(b) and
9.1(i) of this Agreement.


 


(d)          The
Controlling Class Representative may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer, and such parties may conclusively rely on such notice. Absent such notice, the


 



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Certificate Administrator, the Trustee,
the Servicer and the Special Servicer may rely on the prior designation.


 


(e)          Each
Holder and Beneficial Owner of a Controlling Class Certificate is hereby deemed to have agreed by virtue of its purchase of such
Controlling Class Certificate or an interest therein to provide its name and address to the Certificate Administrator and the Trustee,
to notify the Certificate Administrator, the Trustee, the Servicer and the Special Servicer of the transfer of any Certificate
of the Controlling Class, the selection of a Controlling Class Representative or the resignation or removal thereof and (by way
of a certification substantially in the form of Exhibit K-3 to this Agreement) whether it or, to its knowledge, a Controlling
Class Representative is or has become a Borrower Restricted Party. Any Certificateholder or Beneficial Owner at any time appointed
Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate or interest therein
to notify the Certificate Administrator, the Trustee, the Servicer and the Special Servicer when such Certificateholder or Beneficial
Owner is appointed Controlling Class Representative, when it is removed or resigns and (by way of a certification substantially
in the form of Exhibit K-3 to this Agreement) whether it is or has become a Borrower Restricted Party and further to resign
if it becomes a Borrower Restricted Party. Upon receipt of such notice, the Certificate Administrator shall notify the Special
Servicer and the Servicer of the identity of the Controlling Class Representative and any resignation or removal thereof. In addition,
upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name of
the then-current Controlling Class and a list of the Certificateholders of the Controlling Class to such requesting party. By virtue
of their acquisition of Certificates or interests therein, each Holder and Beneficial Owner of the Controlling Class of Certificates
agrees to remove any Controlling Class Representative known to be a Borrower Restricted Party or to cause such Controlling Class
Representative to resign.


 


(f)          Once
a Controlling Class Representative has been selected, each of the Depositor, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such
selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each
other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative or the
selection of a new Controlling Class Representative.


 


(g)          Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)          The
Controlling Class Representative shall be responsible for its own expenses.


 


(i)           Notwithstanding
any other provision to this Agreement, in the event that no Controlling Class Representative has been appointed or identified to
the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain
such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer,
as applicable, then the Servicer or the Special


 



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Servicer, as applicable, shall have no duty to consult with, provide notice to,
or seek the approval or consent of the Controlling Class Representative until such time as a Controlling Class Representative meeting
the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Controlling Class Representative to the Servicer and the Special Servicer.


 


9.2          Limitation
on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class
Representative shall have no liability to the Trust or Certificateholders for having acted in accordance with or as permitted
by this Agreement, or for refraining from the taking of any action.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative and/or any Holder
of a Controlling Class Certificate may each have relationships and interests that conflict with those of Holders of one or more
other Classes of Certificates; (ii) the Controlling Class Representative and/or any Controlling Class Certificateholder may act
solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Representative and the Holders of
the Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling
Class Representative and/or any Holder of the Controlling Class may take actions that favor interests of the Controlling Class
over the interests of the Holders of one or more other Classes of Certificates; (v) neither the Controlling Class Representative
nor the Holders of the Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement,
the Certificateholders or any other Person (including the Borrower) for having acted in accordance with or as permitted under the
terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class
Representative or any Holder the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members,
partners, agents or principals thereof as a result of the Controlling Class Representative or the Holders the Controlling Class
having acted in accordance with the terms of and as permitted under this Agreement.


 


9.3          Consent
to Various Actions; Rights and Powers of the Controlling Class Representative. 


 


(a)          Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.24, Section 9.3(b)
and the last paragraph of this Section 9.3(a), (i) the Servicer shall not be permitted to take any of the actions constituting
a Major Decision unless it has obtained the consent of the Special Servicer (which consent shall be deemed given if the Special
Servicer does not object within 15 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 90 days)
of receipt of the Servicer’s written analysis and recommendation together with any information in the possession of the Servicer
that is reasonably required to make a decision regarding the subject action) (or, with respect to such 15 Business Day period (or
such 90 day-period in the case of a determination of an Acceptable Insurance Default), such longer period as required by any Mezzanine
Intercreditor Agreement for review by any holder of the Approved Mezzanine Loan), and (ii) during any Control Period, solely with
respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan, the Special Servicer shall not be permitted to consent
to the Servicer’s taking any of the actions constituting a Major Decision, nor shall the Special Servicer itself be permitted
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any of the actions constituting a Major Decision, as to which the Controlling Class Representative has objected in writing
within ten Business Days (or, in the case of a determination of an Acceptable Insurance Default, 30 days) after receipt of the
written recommendation and analysis from the Special Servicer, together with any information in the possession of the Special Servicer
that is reasonably necessary to make a decision regarding the subject action (provided, that if such written objection has
not been received by the Special Servicer within such ten Business Day period (or, in the case of a determination of an Acceptable
Insurance Default, 30 day-period) after receipt of such information, then the Controlling Class Representative shall be deemed
to have approved such action); provided that if the Special Servicer or Servicer (if the Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or any
other matter requiring consent of the Controlling Class Representative during any Control Period, is necessary to protect the interests
of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion
Loan Holders constituted a single lender), the Special Servicer or the Servicer, as applicable, may take any such action without
waiting for such response so long as the Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact
the Controlling Class Representative to inform it of such need; provided, further, that the Special
Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions during
any Consultation Period or any Consultation Termination Period; provided, further, that the Special Servicer shall be required
to consult, solely on a non-binding basis with (and to consider alternative actions recommended by) (i) during any Consultation
Period, the Controlling Class Representative with respect to any of the Major Decisions and any other matter as to which consent
of the Controlling Class Representative would have been required during any Control Period, and (ii) at all times, the Companion
Loan Holders (provided, that any such consultation is not binding on the Special Servicer); and provided,
further, that the Controlling Class Representative shall not have any rights under clause (x) or clause (xx)
of the definition of Major Decision with respect to any material amendment, waiver or modification of the Mezzanine Intercreditor
Agreement that is proposed by the holder of the Approved Mezzanine Loan if the Controlling Class Representative or an Affiliate
thereof is a holder of all of or a controlling interest in the Approved Mezzanine Loan.


 


During a Control Period
or a Consultation Period, the Special Servicer shall provide notice to the Servicer and to the Controlling Class Representative
of any material notice that the Special Servicer has received under or related to any management agreement, comfort letter, subordination,
non-disturbance and attornment agreement, recognition agreement or similar agreement, and the Special Servicer shall consult with
the Controlling Class Representative with respect to the contents of such notices; provided that the Servicer shall provide notice
to the Special Servicer of any material notice that the Servicer has received under or related to any management agreement, comfort
letter, subordination, non-disturbance and attornmnent agreement, recognition agreement or similar agreement during any such period.


 


During a Control Period
or a Consultation Period, the Special Servicer shall provide notice to the Controlling Class Representative of any proposed sale
of the Property by the Borrower, and shall provide the Controlling Class Representative upon request copies of any offering documentation
related thereto received pursuant to the Mortgage Loan Documents.


 



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In addition, during any
Control Period, subject to Section 9.3(b) and the immediately following paragraph, the Controlling Class Representative
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan if it
is a Specially Serviced Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is otherwise
made herein. Notwithstanding anything herein to the contrary, no such direction, and no direction or objection by the Controlling
Class Representative contemplated by any provision of this Agreement, may require or cause the Servicer or the Special Servicer
to violate any provision of the Mortgage Loan Documents, any Mezzanine Intercreditor Agreement, applicable law or this Agreement,
including without limitation the Special Servicer’s or the Servicer’s, as applicable, obligation to act in accordance
with the Accepted Servicing Practices, or expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or their affiliates, officers, directors or agents to any claim, suit or liability, result in the
imposition of a tax upon the Trust or materially expand the scope of the Servicer’s or Special Servicer’s responsibilities
hereunder. Further notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer shall take or
refrain from taking any action pursuant to instructions or objections from the Controlling Class Representative that would cause
it to violate applicable law, cause it to violate Accepted Servicing Practices, require or cause it to violate provisions of this
Agreement, require or cause it to violate the terms of the Mortgage Loan Documents, expose any Certificateholder, the Companion
Loan Holders, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or their affiliates, officers,
directors or agents to any claim, suit or liability, result in the imposition of federal income tax on the Trust (other than “net
income from foreclosure property” as defined in the REMIC provisions), or cause either the Lower Tier REMIC or the Upper
Tier REMIC to fail to qualify as a REMIC under the Code. Furthermore, in addition to the Controlling Class Representative’s
rights of consent and consultation (as applicable) as set forth in this Section 9.3(a) above, it is understood and agreed
that to the extent any other provision of this Agreement requires the provision of notice to, the obtaining of consent of, and/or
consultation with, the Controlling Class Representative, or otherwise provides for any right of the Controlling Class Representative
thereunder, then none of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall be entitled to
take any action (or omit to take any action) in contravention of the applicable rights of the Controlling Class Representative
contained in such provision; provided, that this sentence is not intended to in any way (i) expand the rights of the Controlling
Class Representative, (ii) limit the application of the immediately preceding sentence, (iii) remove any limitations on the exercise
of such rights set forth in the immediately preceding sentence or elsewhere herein, or (iv) require the Trustee, the Certificate
Administrator, the Servicer and/or the Special Servicer to send a notice to, obtain the consent of, or consult with a new Controlling
Class Representative whose name and contact information have not yet been provided to the Trustee, the Certificate Administrator,
the Servicer and/or the Special Servicer; and provided, further, that if such other provisions are in any way subject to
this Section 9.3, then the exercise of such rights shall be subject to Section 9.3(b) and the immediately following
paragraph.


 


If the Special Servicer
or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any direction, objection
or advice from the Controlling Class Representative would require or otherwise cause the Special Servicer or Servicer, as applicable,
to violate the terms of the Mortgage Loan Documents, the Mezzanine Intercreditor Agreement, applicable law, provisions of the Code,
or this Agreement, including


 



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without limitation, the Accepted Servicing
Practices, or expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or their affiliates, officers, directors or agent to any claim, suit or liability, or result in the imposition of a tax upon the
Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or materially expand the scope
of the Servicer’s or Special Servicer’s responsibilities hereunder, then the Special Servicer or Servicer, as applicable,
shall disregard such refusal to consent, direction, objection or advice and notify the Controlling Class Representative, the Trustee,
the Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance
with the direction of or approval of the Controlling Class Representative that does not violate the Mortgage Loan Documents, the
Mezzanine Intercreditor Agreement, any applicable law, provisions of the Code (resulting in the imposition of federal income tax
on the Trust, causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC) or the Accepted Servicing
Practices or any other provisions of this Agreement, shall not result in any liability on the part of the Servicer or the Special
Servicer.


 


(b)          During
any Consultation Termination Period, the Controlling Class Representative shall have no consent or consultation rights under this
Agreement and shall have 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 Controlling Class Representative; provided, that the Controlling
Class Representative (if and to the extent that it is a Certificateholder) shall maintain the right to exercise its Voting Rights
for the same purposes as any other Certificateholder under this Agreement.


 


9.4          Controlling
Class Representative Contact with Servicer and Special Servicer. Upon reasonable request, each of the Servicer and the Special
Servicer shall, without charge, make a Servicing Officer available to answer questions from the Controlling Class Representative
(during any Control Period and any Consultation Period) regarding the performance and servicing of the Mortgage Loan (or, in the
case of the Special Servicer, the Special Servicer’s operational activities on a platform level basis related to the servicing
of the Mortgage Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property) for which the Servicer
or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding any provision
of this Agreement to the contrary, the failure of the 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 if the Servicer or the Special
Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with the Accepted Servicing Practices,
that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise
materially harm the Trust or the Trust Fund.


 


10.          TERMINATION


 


10.1        Termination.
(a) The respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the
Certificate Administrator created hereby (other than (x) the obligation to make certain remittances to the Companion Loan


 



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Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the
Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with
all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and
obligations of the parties hereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to this Article 10 following the later of (i) the final payment on the
Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without
limitation, in connection with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or this
Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on
the date hereof.


 


(b)          On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than
the Certificateholders, shall be applied as described in Section 4.1.


 


(c)          Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be
made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Administrator
therein specified.


 


10.2   Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment on the
Mortgage Loan, the Trust shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the
Lower-Tier REMIC or the Upper-Tier REMIC shall not subject the Trust, the Lower-Tier REMIC or the Upper-Tier REMIC to federal
income tax:


 


(i)           within
89 days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90 day liquidation
period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate Administrator
to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date in the final
tax return of each such REMIC;


 


(ii)          at
or after the time of adoption of such plan of complete liquidation and at or prior to the final Distribution Date, the Servicer
shall sell any remaining assets (other than cash) of the Trust and credit the proceeds thereof to the Trust; and


 



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(iii)         at
or after such time as the proceeds from the disposition of the remaining assets of the Trust shall have been credited to the Trust,
the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed to
the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest) in accordance with Section 4.1(b), and (B) as part of the Upper-Tier REMIC to be
distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) in
accordance with Section 4.1(a), Section 4.1(b) and Section 4.3(a)(ii).


 


10.3       Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS
PROVISIONS


 


11.1       Amendment.
(a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or any Companion Loan Holder:


 


(i)          to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement
;


 


(ii)         to
cause the provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which
may be inconsistent with any other provisions herein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B)(1) the change would not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense of the Trust
(which amounts may be paid out of the Collection Account) if the requesting party is the Trustee or the Certificate Administrator)
or (2) Rating Agency Confirmation is obtained;


 


(iv)        to
modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC, at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the
Upper-Tier REMIC; provided, that the Trustee and the Certificate Administrator received an Opinion of Counsel (at the expense
of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of imposition of any such tax and (2) the action shall not adversely affect in any material respect
the interests of any holder of the Certificates;


 



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(v)          to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided, that the Depositor has determined that the amendment shall not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, that the Depositor may
conclusively rely upon an Opinion of Counsel to such effect (a copy of which will be delivered to the Trustee and the Certificate
Administrator);


 


(vi)         to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided,
that the required action shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto, as evidenced by an Opinion of Counsel, and the Trustee and the Certificate Administrator shall have received a Rating
Agency Confirmation, provided, that any amendment pursuant to this clause (vi) that would adversely affect the rights
of the Controlling Class or the Controlling Class Representative shall be subject to the consent of the Holders of the Controlling
Class or the Controlling Class Representative, as applicable;


 


(vii)        to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation, provided, that any amendment pursuant
to this clause (vii) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative
shall be subject to the consent of the Holders of the Controlling Class or the Controlling Class Representative, as applicable;


 


(viii)       to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer,
and the Trustee, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in
order to conform to such industry standard, (B) such modification does not adversely affect the status of the Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel, (C) Rating Agency Confirmation is obtained and (D)
during any Control Period and any Consultation Period, the Controlling Class Representative consents to such modification; and


 


(ix)          to
modify the provisions set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1; provided, that such
amendment would not materially increase the obligations of any of the Servicer, the Special Servicer, the Certificate Administrator,
the 17g-5 Information Provider or the Trustee (unless consented to by such party).


 


Notwithstanding the
foregoing, no such amendment to this Agreement contemplated by this Section 11.1(a) shall be permitted if the amendment would adversely
affect any Companion Loan Holder in its capacity as such without its consent.


 



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(b)          This
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the Percentage
Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner
the rights of the Holders of the Certificates; provided, however, no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate
or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii)
alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein,
(iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any
action or inaction under this Agreement; (v) amend this Section 11.1; or (vi) adversely affect any Companion Loan Holder
in its capacity as such without its consent


 


It shall not be necessary
for the consent of Certificateholders under this Section 11.1 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Certificate
Administrator or the Trustee may prescribe.


 


Notwithstanding any
contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment
to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions precedent to such amendment have been satisfied, and (ii) no amendment shall be made
to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the
expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the
Trust, cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


(c)           Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each of the Depositor, the Initial Purchasers, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Borrower and the Rating Agencies.


 


(d)           In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or the Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Certificateholders and/or the Companion Loan Holders, as
applicable.


 



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(e)           The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment (or, if such amendment is required by any of the Rating Agencies to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and,
if neither the Depositor nor any successor thereto is in existence, the Trust (which amounts may be paid out of the Collection
Account)).


 


(f)           Any
party requesting an amendment to this Agreement shall provide (x) notice of such amendment no later than 3 Business Days prior
to the anticipated date of execution, and (y) a copy of the executed amendment no later than the date of execution, to each Other
Depositor and Other Exchange Act Reporting Party under each Other Pooling and Servicing Agreement (which may be by email) in order
for each Companion Loan Holder to timely comply with its obligations under the Exchange Act.


 


11.2        Recordation
of Agreement; Counterparts. (a) This Agreement or an abstract
hereof, if acceptable by the applicable recording office, is subject to recordation in all appropriate public offices for
real property records in the county in which the Property subject to the Mortgage is situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the Trustee or the Certificate Administrator at the
expense of the Trust upon its receipt of an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


11.3        Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE


 



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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.


 


11.4        Notices.
All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt
(except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been
given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Depositor, to:



Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


and:

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


and:

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile: (646) 862-8988


 



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with electronic copies to:



Richard Simpson at richard.simpson@citi.com


 and to:



Ryan M. O’Connor at ryan.m.oconnor@citi.com


  


If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing, MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: 225 Liberty Street Trust 2016-225L Asset Manager

Fax number: (704) 715-0036


 


With copies to:



Wells Fargo Bank, National Association

Legal Department

301 South College Street, TW 30, D1053 300

Charlotte, North Carolina 28202-6000

Attention: Commercial Mortgage Servicing Legal Support

Fax number: (704) 383-0353


 


and:



K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Fax number: (704) 353-3190


 


and, for any items regarding
the Rating Agency Q&A Forum, to:


 


            RAInvRequests@wellsfargo.com


 


and, for any items regarding
the Investor Q&A Forum, to:


 


            REAM_InvestorRelations@wellsfargo.com


 



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If to the Special Servicer, to:



Trimont Real Estate Advisors, LLC

3424 Peachtree Road, NE

Suite 2200





Atlanta, Georgia 30326

Attention: Director, Special Servicing

Facsimile number: (404) 420-5600

E-mail: jdamico@trimontrea.com and CMBS_Servicing@Trimontrea.com


  


With copies to:



Trimont Real Estate Advisors, LLC





3424 Peachtree Road, NE





Suite 2200





Atlanta, Georgia 30326





Attention: Legal Department





Facsimile number: (404) 420-5600





E-mail: slauer@trimontrea.com


  


and:


 

Thompson & Knight LLP





900 Third Avenue, 20th Floor





New York, New York 10022





Attention: William M. O’Connor,
Esq.





Facsimile number: (214) 999-9141





E-mail: william.oconnor@tklaw.com


  


If to the Trustee, to:



Wilmington Trust, National Association





1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – 225 Liberty Street Trust 2016-225L


 



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If to the Certificate Administrator,
to:



Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Global Transaction Services-225 Liberty Street Trust 2016-225L

Fax number: (212) 816- 5527


 


or, for certificate transfers:


 


Citibank, N.A.

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Global Transaction Services—225 Liberty Street Trust 2016-225L


  


If to the Initial Purchasers, to:



(i) in the case of Citigroup Global Markets Inc.:


 


Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


and:

Citigroup Global Markets Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


and:

Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile: (646) 862-8988


 


with electronic copies to:



Richard Simpson at richard.simpson@citi.com


 



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and to:



Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


(ii) in the case of Deutsche
Bank Securities Inc.:



Deutsche Bank Securities Inc.





60 Wall Street





New York, New York 10005





Attention: Lainie Kaye


Facsimile No.: (212) 797-4487


 


(iii) in the case of Wells Fargo
Securities, LLC:



Wells Fargo Securities, LLC





301 South College Street, TW-12





Charlotte, North Carolina 28202





Attention: Royer Culp


Facsimile No.: (704) 715-0066


 


with a copy to:


 


Wells Fargo Law Department, D1053-300


301 South College Street


Charlotte, North Carolina 28202


Attention: Jeff D. Blake, Esq.


Facsimile No.: (704) 715-2378


 


If to the initial Controlling Class
Representative, to:


		 	 	 


		 	 	 



		 	 	 



		 	 	 



		Attention:	 	 


		Fax number:	 	 


 







If to any Certificateholder, to:



the address set forth in the Certificate Register


 


If to the Borrower: at the respective
addresses therefor set forth in the Mortgage Loan Agreement


 



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or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


Notwithstanding anything
to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or the Special
Servicer under Section 7.1(a)) by or from the Certificate Administrator, in any of its capacities, that the Certificate
Administrator in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic
mail will be encrypted. The recipient of the email communication will be required to complete a one-time registration process.
Information and assistance on registering and using the email encryption technology can be found at the Certificate Administrator’s
Secure website http://www.citi.com/citi/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181.


 


11.5        Notices
to the Rating Agencies. The Servicer or the Special Servicer, as applicable, and Certificate Administrator 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 8.14(b); 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 or Special Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any notices and Rating
Agency Confirmation requests shall be sent to the Rating Agencies shall be sent to the following addresses:


  


Standard & Poor’s Ratings
Services

55 Water Street, 40th Floor

New York, New York 10041

Attention: CMBS Surveillance Group


 Email: cmbs_info_17g5@standardpoors.com


 


DBRS, Inc.


333 West Wacker Drive, Suite
1800


Chicago, Illinois 60606 


Attention: CMBS Surveillance 


Fax number: (312) 332 3492 


E-mail: cmbs.surveillance@dbrs.com


 


11.6        Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.


 



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11.7        Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to
take any action or to commence any proceeding in any court for a petition or winding up of the Trust, or otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time
as partners or members of an association; nor shall any Certificateholders be under any liability to any third party by reason
of any action by the parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special Servicer
Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless the Holders of Certificates
aggregating not less than 25% of the Voting Rights of the Certificates shall also have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder
except as provided herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


 


11.8        Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust, that
the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the
Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be
deemed fully paid.


 


11.9        Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be






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reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in
evidence.


 


11.10      No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the
parties hereto and the Services of the Servicer and the Special Servicer shall be rendered as an independent contractor and
not as agent for the Trustee or the Depositor.


 


11.11      Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing;
and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Certificate Administrator and, where required, to the Depositor, the Servicer, the Special Servicer and/or
the Trustee. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Depositor, the Servicer, the Special Servicer, the Trustee and the
Certificate Administrator if made in the manner provided in this Section.


 


(b)          The
fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator
in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The
Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably
necessary.


 


11.12      Successors
and Assigns.  The rights and obligations of any party
hereto shall not be assigned (except as expressly permitted hereunder, including pursuant to Section 6.2, 6.4, 8.7
or 8.9 hereof) by such party without the prior written consent of the other parties hereto. This Agreement shall
inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Trustee and the
Certificate Administrator and their respective permitted successors and assigns. No Person other than a party to this
Agreement, a designated third-party beneficiary and any Certificateholder shall have any rights with respect to the
enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement
specifically agree that (i) each Loan Seller, each Companion Loan Holder and each


 



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Initial Purchaser shall be a third-party
beneficiary of this Agreement with respect to any of its respective rights specifically set forth hereunder, (ii) each Other
Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement with respect to its
rights under Article 13, and (iii) no Borrower, Property Manager or, except as contemplated by the immediately
preceding clause (i), other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


11.13      Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as
Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 


11.14      Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the
New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or
imposed by this Agreement; provided, however, to the extent that such Section 126 and/or 130-k shall not have
any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement
or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any
further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and
any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A
shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or
cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


11.15      Assumption
by Trust of Duties and Obligations of the Mortgage Lender Under the Mortgage Loan Documents. The Trustee on behalf of the
Trust as assignee of the Trust Loan and the Servicer and the Special Servicer hereby acknowledge that the Trust assumes all
of the rights and obligations of the Mortgage Lender as lenders under the Mortgage Loan Documents and agrees to be bound
thereby, and in accordance with the terms thereof. Such acknowledgement on behalf of the Trust is made by the Trustee in the
exercise of the powers and authority conferred and vested in it and is intended for the purpose of binding only the Trust.
Nothing contained in this Section shall be construed as creating any liability on the part of the Trustee, individually or
personally, it being agreed that all liabilities and obligations being acknowledged as assumed are solely those of the Trust,
and under no circumstances shall the Trustee be liable personally for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this Agreement, any Mortgage Loan Document or any
related document.


 


11.16      Treatment
as a Security Agreement. The Depositor, concurrently with the execution and delivery hereof, has conveyed to the Trust,
all of its right, title and interest in and to the Trust Loan. The parties intend that such conveyance of the
Depositor’s right, title and interest in and to the Trust Loan pursuant to this Agreement shall constitute a purchase
and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree
that the Depositor shall be deemed to have granted, and in such event does hereby grant, to the Trustee, in trust for the
registered holders of Holders of 225 Liberty Street


 



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Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series
2016-225L, a first priority security interest in all of its right, title and interest, whether now owned or existing or
hereafter acquired or arising, in, to and under the Trust Loan, all payments of principal or interest with respect to the
Trust Loan on or after the Closing Date and all proceeds thereof that may come due with respect to the Trust Loan and that
this Agreement shall constitute a security agreement under applicable law.


 


12.          REMIC
ADMINISTRATION


 


12.1        REMIC
Administration. (a) The Depositor intends that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and
that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC,
and the provisions hereof shall be interpreted consistently with this intention.


 


(b)          The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such REMIC as a REMIC under the Code. Each such election shall be made
on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued.


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests is the Rated Final Distribution Date for the purposes of Section 860G(a)(1) of the
Code.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and file or cause to be filed with the IRS, on behalf of each
of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such REMIC on IRS Form
SS-4 or obtain such number by other permissible means. Within 30 days of the Closing Date, the Certificate Administrator shall
furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and
address of the Persons that Holders of the Certificates may contact for tax information relating thereto (and the Certificate
Administrator shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together
with such additional information as may be required by such Form, and shall update such information at the time or times and in
the manner required by the Code (and the Depositor agrees within ten Business Days of the Closing Date to provide any information
reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing).


 


(e)          The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax related duties under this Agreement,
including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings
with respect to the


 



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Lower-Tier
REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust.




 


(f)          The
Certificate Administrator shall prepare or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the
direct representative for such REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing such returns
shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator
or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession,
and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection,
and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)          The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide
(i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified Organization
or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary
for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide
on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations
under this subsection.


 


(h)          The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person of the Upper-Tier
REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties of the Tax Matters Persons for
the Upper-Tier REMIC and the Lower-Tier REMIC are hereby delegated to the Certificate Administrator as agent for the related Tax
Matters Person, and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves
and all successor holders of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney
in fact. The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section
6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of
the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of
any residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by
acceptance thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as


 



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agent for
any tax matters person or other representative of each Trust REMIC that can be designated under the Code.


 


(i)          The
Trustee, the Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform
their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)          The
Trustee, the Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not
take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted under Section
12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited
to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined
in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”) unless
(A) the Trustee, the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of
the party seeking to take such action or of the Trust if taken for the benefit of the Certificateholders) with respect to such
action or (B) the Trustee, the Certificate Administrator and the Servicer have received an opinion (at the expense of the party
seeking to take such action or of the Trust if taken for the benefit of the Certificateholders) to the effect that such action
shall not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax shall actually
be imposed.


 


(k)          Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax
on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer,
upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of
any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall
have been imposed on account of the negligence, bad faith, fraud or willful misconduct of any party hereto, or in connection with
the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such
party.


 


(l)           The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal
income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest)
other than Default Interest. The books and records shall be sufficient concerning the nature and amount of the investments of
the Lower-Tier REMIC and the Upper-Tier REMIC to show that such REMIC has complied with the REMIC Provisions.


 






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(m)          None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC shall receive a fee or other compensation for services.


 


(n)          In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten days after the Closing Date, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Certificates
and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter, the Depositor, the Trustee,
the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor, any such
additional information or data that the Certificate Administrator may, from time to time, reasonably request in order to enable
the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed to use
any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer in the preparation
of all federal, state or local income, franchise or other tax and information returns and reports for each of the Lower-Tier REMIC
and the Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies the Certificate Administrator
for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or
other costs and expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator
pursuant to this Section 12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate
information or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator)
on a timely basis and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate
Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by-law or applicable regulations to be disclosed.


 


12.2        Foreclosed
Property. (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property
and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated
by the Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed
Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and
subject to tax at normal corporate income tax rates.


 



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In determining whether
to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these
circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment
(after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative
method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from
Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking
into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely
recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.
If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Property Manager
would not be considered an Independent Contractor, shall either renegotiate the Property Management Agreement or replace the Property
Manager with a Successor Manager (as appropriate and to the extent permitted under the Property Management Agreement) so that
the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable
efforts, the Special Servicer determines that it is in the best interests of Certificateholders on a net after tax basis to operate
the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of
Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or
cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or
retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent
such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(x).


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)           permit
the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall
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 shall constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other improvements was completed before default on the Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through the Property
Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date.


 



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(b)          The
Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its
fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting on behalf
of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional
specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined
in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that
the Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses
of obtaining any such extension of time being an expense of the Trust. If the Special Servicer, on behalf of the Trust, has received
(or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to
attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended
Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special
Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or
if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting
on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer
shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property
to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices.


 


(c)          Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the
Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired
in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale
price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition
date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


12.3          Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust, shall not permit the sale or disposition of the
Trust Loan unless the Trust Loan is the subject of a Material Breach or Material Document Defect or is in default or default with
respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or insolvency of the Lower-Tier
REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation” as defined in Section 860F(a)(4)
of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property),
nor sell or dispose of any investments in the Collection Account or Distribution Account for gain, nor receive any amount representing
a fee or other compensation for services, nor accept any contributions to either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than a cash contribution during the three month period beginning on the Startup Day), unless it has received an Opinion
of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition,
substitution or acceptance shall not (a) affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as
a REMIC, or of the






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Certificates as representing regular interests
therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets
transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement),
or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions”
or “prohibited contributions” pursuant to the REMIC Provisions.


 


12.4         Indemnification
with Respect to Certain Taxes and Loss of REMIC Status. (a) If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to
qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction
or contribution subject to taxation under the REMIC Provisions due to the negligence, bad faith or willful misconduct by the Certificate
Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate Administrator’s
negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trust against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other
costs and expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator
shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Servicer, the Special Servicer,
the Trustee or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders
of the Class R Certificates, the Servicer, the Special Servicer, the Trustee, or the Depositor, on which the Certificate Administrator
has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R
Certificates at law or in equity.


 


(b)          If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the negligence, bad faith or willful misconduct of the Servicer or the Special Servicer in the performance of its duties
and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its
obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust against
any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may
be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor,
the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator,
the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has
relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R
Certificates at law or in equity. 


 


13.          EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1   Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement
is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and


 



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13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with
reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions
on the basis of such evolving interpretations of Regulation AB. In connection with the 225 Liberty Street Trust 2016-225L, Commercial
Mortgage Pass-Through Certificates, Series 2016-225L, and any Companion Loan Securities, each of the parties to this Agreement
shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting
Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information in its possession or reasonably available to
it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor
or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor
or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.


 


13.2        Succession;
Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 13.7
of this Agreement), in connection with the succession to the Servicer, the Special Servicer or any Sub-Servicer as servicer
or sub-servicer (to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2)
of Regulation AB) under this Agreement by any Person (i) into which the Servicer, Special Servicer or such Sub-Servicer may be
merged or consolidated, or (ii) which may be appointed as a successor to the Servicer, the Special Servicer or any such Sub-Servicer,
the Servicer or Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers),
shall provide (other than in the case of a succession pursuant to an appointment under Section 7.1 or 7.2, in which
case the successor servicer or successor special servicer, as applicable, shall provide) to any Other Depositor as to which the
applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment
as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement
(and as long as such notice is not given by a successor servicer or successor special servicer appointed under Section 7.1
or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice
to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably requested
by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(b)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Servicer, the Special
Servicer, any Sub-Servicer, the


 



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Custodian, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b)
and Sections 13.2(c), 13.2(d) and 13.16, a “Servicing Party”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide
to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, a written description (in
form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing
Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function
Participant to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as
if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case
of each Sub-Servicer set forth on Exhibit N, shall use commercially reasonable efforts to obtain from such Sub-Servicer)
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to
be delivered by such Subcontractor under Section 13.8 and Section 13.9 of this Agreement, in each case, as and when
required to be delivered.


 


(c)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the engagement
of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator,
as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing
agreement and, if such Subcontractor is engaged by the Servicer or the Special Servicer, such Subcontractor shall be deemed to
be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Servicer or the Special Servicer) or
sub-servicing agreement (with respect to any other Servicing Party) shall be delivered to the Depositor, the Certificate Administrator
and each such Other Depositor at least five (5) Business Days prior to the effective date of such engagement. Such notice shall
contain all information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting
Party as to which the applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form
8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(d)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate


 



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Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten Business
Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law
or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement) and shall
furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably
satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing
Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


13.3        Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause)
each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other Depositor
in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange Act.


 


13.4        Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than
noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on Exhibit
R to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer
or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer
in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit
R to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each
Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause
such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include,
an Additional Disclosure Notification in the form attached as Exhibit T to this Agreement. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit R to this Agreement
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.


 


13.5        Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
no later than March 1, commencing in March 2016, (i) the parties listed on Exhibit S to this Agreement shall be required
to provide


 






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(and (i) with respect to any Servicing Function Participant of such party that is a Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other
Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant
to provide) to the Depositor, each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in
the in house legal department of such party), in EDGAR compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit S to this Agreement
applicable to such party, and (ii) the parties listed on Exhibit S to this Agreement shall include with such Additional
Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form
attached as Exhibit T to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit S to this Agreement of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


13.6        Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts), but
in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i)
the parties set forth on Exhibit U to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other
than any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each
Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K
Disclosure Information described on Exhibit U to this Agreement as applicable to such party, if applicable, and (ii) the
parties listed on Exhibit U to this Agreement shall include with such Form 8-K Disclosure Information applicable to such
party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit U, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to


 



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the extent required under Regulation AB to provide,
and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit T. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.


 


13.7        Annual
Compliance Statements. On or before March 15 of each year, commencing in 2017, each of the Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian
and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), at its own expense,
shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on
Exhibit S with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish)
(each such Servicing Function Participant and each of the Servicer, Special Servicer, the Custodian, the Certificate Administrator
and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), a “Certifying
Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)),
the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the
signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and
of such Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made
under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person
has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and status thereof. For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate,
the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related
Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the
Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such
Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s
Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Certificate


 






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Administrator by posting such Compliance
Report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


13.8         Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 15 of each year, commencing in 2017, the
Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan)
and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, Custodian, the
Certificate Administrator and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year),
each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a
Sub-Servicer set forth on Exhibit S with which it has entered into a servicing relationship with respect to the Mortgage
Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the Custodian, any Servicing
Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee,
as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider
(who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable,
pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion
Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a
report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that such Reporting Servicer
used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there
has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and
the nature and status thereof (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) and (D) a statement
that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of
and for such period. Copies of all compliance reports delivered pursuant to this Section 13.8 shall be provided to any
Certificateholder, upon the written request therefor, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review
each such report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance
with the Relevant Servicing Criteria.


 



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(b)          On
the Closing Date, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee each acknowledge
and agree that Exhibit L to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)          No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian
and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee, shall notify the Certificate Administrator,
the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of each Servicing Function Participant
utilized by it, in each case, and each such notice will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Servicer, the Special Servicer and, for so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
the Custodian, the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year) and any Servicing
Function Participant submit their assessments pursuant to Section 13.8(a) of this Agreement, such parties, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 13.9) of each Servicing Function
Participant engaged by it. The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar
year.


 


(d)          In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee (if it has made, or is required to make, an Advance
during the applicable period) is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each
such party shall cause (or, if the Servicing Function Participant is a Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the Special Servicer, Certificate
Administrator, the Custodian and the Trustee shall, with respect to any Servicing Function Participant that resigns or is terminated
under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance
pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in respect of the period of
time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian, or the Trustee (if it has made, or is required to make, an Advance
during such period of time) was subject to this Agreement or the period of time that the applicable Servicing Function Participant
was subject to such other servicing agreement.


  


13.9        Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in 2017, the Servicer,
the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an Advance during the
applicable calendar year), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function
Participant that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant
to cause, and (ii) with respect to any other Servicing Function Participant of such


 



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party (other than any party to this Agreement),
shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, or the applicable Servicing
Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish
a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section
8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such
Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight
Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria
was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of
compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report
required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. Copies of all statements delivered
pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting
such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make,
an Advance during the applicable calendar year) or any Servicing Function Participant, the Depositor and each Other Depositor may
review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee
(if it has made, or is required to make, an Advance during the applicable calendar year) as to the nature of any defaults by the
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make,
an Advance during the applicable calendar year) or any Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the Trustee’s (if it has made,
or is required to make, an Advance during the applicable calendar year) or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub-servicing agreement.


 


13.10      Significant
Obligor. With respect to any Companion Loan that the applicable Other Depositor has notified the Servicer in writing
that the Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to an Other Securitization Trust that includes such Companion Loan, the Servicer shall, after receipt of


 



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updated net operating income information for the Property, (x) promptly deliver the financial
statements of such “significant obligor” to the Other Depositor and Other Exchange Act Reporting Party of such Other
Securitization Trust and (y) update the following columns related to the “significant obligor” of the CREFC Loan Periodic
Update File for (i) the next applicable Distribution Date if the Servicer receives such updated net operating income information
at least ten Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution
Date if the Servicer does not receive such updated net operating income information prior to the date set forth in clause (i):
BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,”
72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”),
as such column references and field numbers may change from time to time.


 


If the Servicer does
not receive 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 Business Days after the date such financial information is required
to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require any related
Sub-Servicer to notify such Other Depositor) that it has not received them. The Servicer shall use efforts consistent with the
Accepted Servicing Practices (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under
the Exchange Act) to obtain the periodic financial statements of the Borrower under the Mortgage Loan Documents.


 


The Servicer shall (and
shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the Borrower 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 Trust, 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 Trust. 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.


 


13.11      Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Servicer, the Special Servicer, the Custodian and the Trustee shall provide (and with
respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 15 of the year following the year to which the Form 10-K of such Other Securitization Trust
relates or, if March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached
to this Agreement as Exhibit V-1, Exhibit V-2, Exhibit V-3, Exhibit V-4 and Exhibit V-5, as
applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the


 



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case may be, such Reporting Servicer
shall provide a certification to the Certifying Person pursuant to this Section 13.11 with respect to the period of time
it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


13.12      Indemnification. Each
of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee (each an
“Indemnifying Party”) shall indemnify and hold harmless, the Depositor, each Other Depositor, any
employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the
Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses (including without limitation the costs of investigation, legal defense and any
amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of
any Indemnifying Party to perform its obligations under this Article 13; (ii) the failure of any Servicing Function
Participant or Additional Servicer retained by it (other than a Loan Seller Sub-Servicer) to perform its obligations under
this Article 13; (iii) any untrue statement of a material fact contained in any information (x) regarding the
Indemnifying Party or any Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any
Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) 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
Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in this Article
13, or the omission to state in any such information a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall
be entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with
such Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and
any potential settlement terms related thereto (provided that any such consultation shall be nonbinding); (iv) negligence,
bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator, the
Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act
Deliverable with respect to such Indemnifying Party.


 


In addition, each of
the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee shall cooperate (and (i) with
respect to each Servicing Function Participant and Additional Servicer of such party that is a Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant or Additional Servicer to cooperate, and (ii)
with respect to any other Servicing Function Participant or Additional Servicer of such party, shall cause such Servicing Function
Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor as necessary for the Depositor or any
Other Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act,
the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 



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In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer,
as applicable (“Affected Reporting Party”), (y) information regarding such Affected Reporting Party, and/or
(z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained
by such 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 for inclusion in the Depositor’s or any Other Depositor’s response to the Commission, 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 and negotiate a response and/or resolution
with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer
retained by the Servicer, the Servicer shall receive copies of all material communications pursuant to this paragraph. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission 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 and copy the Depositor or any Other Depositor on
all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate (at
the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii)
the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission
relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor (or any Other Depositor)
and the applicable Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to
the Commission for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and
expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the
Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required
to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed
with the Commission related to the foregoing 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 Servicer, the Special Servicer,
the Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function
Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion
of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Servicer, the Special
Servicer, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such
party that is not a Loan


 



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Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold
harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any
Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act 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 (including without
limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by
such indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement,
(ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicing
Party (as defined in Section 13.2(b) to identify a Servicing Function Participant pursuant to Section 13.8(c), or
(iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


 


If the indemnification
provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient
to hold harmless the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any Other Depositor,
or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, then the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall contribute to the
amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party
in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article 13 (or
breach of its obligations under the applicable sub-servicing 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 Servicer, the Special Servicer, the Trustee and the Certificate Administrator
shall cause each Servicing Function Participant of such party that is not a Loan Seller Sub-Servicer (and with respect to any Servicing
Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 13.12 shall
survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer, the Trustee
or the Certificate Administrator.


 


13.13      Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 10.1 of this Agreement for purposes of
complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 



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13.14      Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any
Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13 provided that such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment.


 


13.15      [reserved].


 


13.16      Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable,
shall (i) cause each Sub-Servicing Agreement (with respect to the Servicer or the Special Servicer) or sub-servicing agreement
(with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without compensation,
termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer,
as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required
to deliver under Regulation AB or as otherwise contemplated by this Article 13 and (ii) promptly notify the Depositor
following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items
that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated
by this Article 13. The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence
in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Servicer or the
Special Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Servicer,
the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing
Agreement or sub-servicing agreement, as applicable.


 


13.17      Notification
Requirements and Deliveries in Connection With Securitization of a Companion Loan.


 


(a)          Any
other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 13, in connection with the requirements contained in this Article 13 that provide for
the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting
Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such
items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with
related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided
written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt
of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such period shall not be less
than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information for such
Person(s) and, except as regards the deliveries and cooperation contemplated by Section


 



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13.7, Section 13.8 and Section 13.9
of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and
(ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are requested
to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act
Reporting Party is only required to provide a single written notice to such effect; provided further, that this notice requirement
does not apply to any Companion Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and
expense of the Servicer, Special Servicer, Operating Advisor, Custodian, Trustee and Certificate Administrator in cooperating with
such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed
duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have
the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires
the delivery of the items identified in this Article 13 to such Other Depositor and Other Exchange Act Reporting Party of
such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under this
Article 13 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery
set forth in this Article 13 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation,
the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection
with any delivery of the items contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement.
Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization
Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of
the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right
to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting
Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 13.17(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a Companion Loan to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor or the
holder of such Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 13.17(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused
to be paid by the Other Depositor or the holder of the related Companion Loan) to the Other Depositor and any underwriters with
respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred to in Section 13.17(b) with respect to such party, substantially
identical to those, if any, delivered by the Servicer, the Special


 



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Servicer, the Trustee or the Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization
of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each
of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given
in accordance with the terms of Section 13.17(a) above, shall provide (to the extent the reasonable cost thereof is paid
or caused to be paid by the applicable party set forth below in this Section 13.17(d)) to the Other Depositor and the trustee
under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information (including,
but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with applicable
filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information
concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust.


 


(e)          In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series
2016-225L securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the
Trustee, as the case may be, pursuant to this Section 13.17(e) shall be paid or caused to be paid by the related Other Depositor
or the applicable Companion Loan Holder that transferred the related Companion Loan to the related Other Depositor for inclusion
in such Other Securitization Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the
reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf
of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section
13.17(e) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to
such termination, removal, resignation or other replacement pursuant to this Agreement. 


 


[SIGNATURE PAGE FOLLOWS]


 



    	240



    	 



    



 









IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year
first above written.





	 	 	 
	 	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title:   Authorized Signatory







 


225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    
 








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Servicer
	 	 	 
	 	By:	/s/ Cynthia L. Schwartz
	 	 	Name: Cynthia L. Schwartz
	 	 	Title:   Director



 


225 Liberty Street
Trust 2016-225L  Trust and Servicing Agreement




 









    	 



    	 



    
  








	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, LLC,
as Special Servicer
	 	 	 
	 	By:	/s/ Brian Ward
	 	 	Name: Brian Ward
	 	 	Title: Authorized Signatory



 


225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    
 










	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers
	 	 	Name: Beverly D. Capers
	 	 	Title: Assistant Vice President



 


225 Liberty Street
Trust 2016-225L - Trust and Servicing Agreement


 



    	 



    	 



    
 








	 	 	 
	 	CITIBANK, N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ John Hannon
	 	 	Name: John Hannon
	 	 	Title: Vice President



 


225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    

 







	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 


On the 24 day
of February 2016, before me, a notary public in and for said State, personally appeared Richard Simpson, known to me to be a
VP of CCMSI, which executed the within instrument, and also known to me to be the person
who executed it on behalf of such entity, and acknowledged to me that such person 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.


 





	 Nannette L Edwards	/s/ Nannette L Edwards
	Notary Public, State of New York

    No. 01ED6158862

    Qualified in Queens County

    Commission Expires Jan. 08, 2019	NOTARY PUBLIC in and for the

State of New York
	 	
	[SEAL]	 
	 	 
	My Commission expires:
	 
	 	 
	01.08.2019
	 


 

225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    


 


	STATE OF NORTH CAROLINA	)	 
	 	): ss.	
	COUNTY OF MECKLENBURG	)	 


 


On this 23 day of February, 2016, personally appeared
before me Cynthia L. Schwartz, to me known (or proved to me on the basis of satisfactory evidence) to be a Director of Wells
Fargo Bank, National Association, a national banking association, that executed the within and foregoing instrument, and
acknowledged that said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein
mentioned, and on oath stated that she was authorized to execute said instrument, and that by her signature on the instrument
the entity upon behalf of which she acted, executed the instrument.


 


	 	/s/ Erica L. Smith
	 	Notary
	 	Name:
	 	 
	My Commission expires:
	 
	
	 
	ERICA L. SMITH

    NOTARY PUBLIC
 Gaston County
 North Carolina

    My Commission Expires 7/15/2017	 


 

225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    


 


	STATE OF GEORGIA)		 
	 	)	ss.:
	COUNTY OF FULTON)		 


 


On the 23rd
day of February 2016, before me, a notary public in and for said State, personally appeared Brian Ward, known to me to be an
authorized signatory of Trimont Real Estate Advisors, LLC, one of the entities that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity 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/ Colleen Romano
		NOTARY PUBLIC in and for the
		State of Georgia
		 
	COLLEEN ROMANO	 
	NOTARY PUBLIC	 
	FAYETTE COUNTY	 
	GEORGIA	 
	Expires Sept. 3, 2019	 
	[SEAL]	 
	 	 
	My Commission expires: September 3, 2019
	 


 

225 Liberty Street Trust 2016-225L Trust and Servicing Agreement


 



    	 



    	 



    


 


	STATE OF DELAWARE	)	 
	 	)	ss:
	COUNTY OF NEW CASTLE	)	 


 


On the 24th day
of February 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, which
executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	CHRISTINA M BADER	/s/ Christina M. Bader
	NOTARY PUBLIC	NOTARY PUBLIC in and for the
	STATE OF DELAWARE	State of Delaware
	My Commission Expires: 4-15-2016	 
	[SEAL]	 
	 	 
	My Commission expires:
	 
	 	 	 


 

225 Liberty Street
Trust 2016-225L - Trust and Servicing Agreement


 



    	 



    	 



    


 


	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 


On the 22 day of
February 2016, before me, a notary public in and for said State, personally appeared John Hannon, known to me to be a
Vice President of Citibank N.A., which executed the
within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me
that such person 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/ Noreen Santos
	 	NOTARY PUBLIC in and for the
	 	State of ____________
	[SEAL]	 	 
	 	 
	My Commission expires:
	 
	 	 	NOREEN SANTOS
	 	Notary Public, State of New York
	 	Registration #01SA6228750
	 	Qualified in Nassau County
	 	Certificate Filed in New York County
	 	Commission Expires September 27, 2018


 

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EXHIBIT
A-1


FORM OF CLASS A CERTIFICATES


CLASS A


[THIS CERTIFICATE IS A TEMPORARY
REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 



 



 


	1	Temporary Regulation S Global Certificate legend.



 


	2	Legend required as long as DTC is the Depository under the Trust and Servicing
                                                                                    Agreement.


 

	3	Global Certificate legend.



 



    	Exhibit A-1-1



    	 



    

 


THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”


 



    	Exhibit A-1-2



    	 



    

 



AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.




    	Exhibit A-1-3



    	 



    

225
Liberty Street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS A


	Pass-Through Rate: 3.597% per annum	 
		 
	First Distribution Date: March 11, 2016	 
	Aggregate Initial Certificate Balance of the Class A Certificates: $293,623,000	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AA0

ISIN: US902055AA091	Initial
Certificate Balance of this Certificate: $[__________]
	
        CUSIP: U68345 AA2

        ISIN: USU68345AA28

        Common Code: 1372837602

        CUSIP: 902055 AB8

        ISIN: US902055AB813

        No.: A-[ ]
	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class A Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class B, Class C, Class D, Class E, Class F
and Class R Certificates (collectively, with the Class A Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate


 





 



 





		1	For Certificate sold in reliance on Rule 144A only.



 


		2	For Regulation S Global Certificate only.


 

		3	For IAI Certificate only.




 



    	Exhibit A-1-4



    	 



    

 


Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest and any Prepayment Fees then distributable, if any, with respect to the Class A Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the
Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business
Day, the immediately succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate


 



    	Exhibit A-1-5



    	 



    

 Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to


 



    	Exhibit A-1-6



    	 



    

 Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 




    	Exhibit A-1-7



    	 



    

IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated:February 29, 2016


 





	 	 	CITIBANK, N.A.,
	 	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


This is one of the Class A
Certificates referred to in the Trust and Servicing Agreement.


 


Dated:February 29, 2016


 


	 	 	CITIBANK, N.A.,
	 	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer





 



    	Exhibit A-1-8



    	 



    

 


SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 









	Date
    of

    Exchange or

    Payment of

    Principal	 	Certificate

    Balance Prior

    to Exchange or

    Payment	 	Certificate

    Balance

    Exchanged or

    Principal

    Payment Made	 	Type
    of 

    Certificate

    Exchanged for	 	Remaining

    Certificate

    Balance

    Following Such

    Exchange or

    Payment	 	Notation
    Made

    by	 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	- 	 	 	- 	 	 	- 	 	 	- 
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-







 



    	Exhibit A-1-9



    	 



    

ASSIGNMENT


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________________________________________ (please
print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the
entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct the
Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the
above-named Assignee(s) and to deliver such Certificate to the following address:


 





	 
	 
	 
	 
	 
	 
	Date: __________________








	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 




    	Exhibit A-1-10



    	 



    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should include
the following for purposes of distribution:


Address of the Assignee(s) for the purpose of
receiving notices and distributions:_____________________________________________________________.


Distributions, if being made
by wire transfer in immediately available funds, to __________________ for the account of _____________________
account number_________________________.


This information is provided
by ____________________________________ the Assignee(s) named above, or _________________________________________ as its (their)
agent.


	 	 	 
		By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	Taxpayer Identification Number:












 




    	Exhibit A-1-11



    	 



    

 


EXHIBIT
A-2


FORM OF CLASS X CERTIFICATES


CLASS X


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 





 



 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 

		3	Global Certificate legend.



 



    	Exhibit A-2-1



    	 



    

 THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL
BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A, CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”


 



    	Exhibit A-2-2



    	 



    

 AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA
OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED
TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




    	Exhibit A-2-3



    	 



    

225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS X


	Pass-Through Rate: Variable IO1	 
	First Distribution Date: March 11, 2016	 
	Aggregate Initial Notional Amount of the Class X Certificates: $395,250,000	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AN2

ISIN: US902055AN202	Initial
Notional Amount of this Certificate: $[___________]
	
        CUSIP: U68345 AG9

        ISIN: USU68345AG97

        Common Code: 1372840733

        CUSIP: 902055 AP7

        ISIN: US902055AP774

        No.: X-[ ]
	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class X Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B, Class C, Class D, Class E, Class F
and Class R Certificates (collectively, with the Class X Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).





 



 





		1	The initial approximate Pass-Through Rate as of the Closing Date is 0.874%per annum.



 


		2	For Certificate sold in reliance on Rule 144A only.


 

		3	For Regulation S Global Certificate only.



 


	4	For IAI Certificate only.








    	Exhibit A-2-4



    	 



    

This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest and any Prepayment Fees then distributable, if any, with respect to the Class X Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the
Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business
Day, the immediately succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated


 



    	Exhibit A-2-5



    	 



    

 transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
or amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in


 



    	Exhibit A-2-6



    	 



    

 accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 




    	Exhibit A-2-7



    	 



    

IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


Dated:February 29, 2016


	 	 	 
	 	 	CITIBANK, N.A., 

not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


Certificate of Authentication


This is one of the Class X
Certificates referred to in the Trust and Servicing Agreement.


Dated:February 29, 2016


	 	 	 
	 	 	CITIBANK, N.A., 

not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer







    	Exhibit A-2-8



    	 



    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following exchanges of a part of this [Rule
144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:





	Date
    of

    Exchange 	 	Notional
    

    Amount Prior 

    to Exchange or

    Payment	 	Notional
    

    Amount 

    Exchanged 	 	Type
    of 

    Certificate

    Exchanged for	 	Remaining

    Notional

    Amount 

    Following Such

    Exchange	 	Notation
    Made

    by	 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	- 	 	 	- 	 	 	- 	 	 	- 
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-








 


    	Exhibit A-2-9



    	 



    

ASSIGNMENT


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _____________________________________________ (please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 




    	Exhibit A-2-10



    	 



    

DISTRIBUTION INSTRUCTIONS


The Assignee(s) should include
the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ________________________ the Assignee(s) named above, or _________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	Taxpayer Identification Number:






 



    	Exhibit A-2-11



    	 



    


 




EXHIBIT
A-3


FORM OF CLASS B CERTIFICATES


CLASS B


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 



 



 


		1	Temporary Regulation S
Global Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global Certificate legend.



  



    		Exhibit A-3-1	



    	 



    

 


THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CLASS B CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 


 



    		Exhibit A-3-2	



    	 



    

 


EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.









    		Exhibit A-3-3	



    	 



    

225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS B


	Pass-Through Rate: 3.999% per annum	 	 
	First Distribution Date: March 11, 2016	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates: $43,877,000	 	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AC6

ISIN: US902055AC641	 	Initial
Certificate Balance of this Certificate: $[__________]
	
        CUSIP: U68345 AB0

        ISIN: USU68345AB01

        Common Code: 1372839562

        CUSIP: 902055 AD4

        ISIN: US902055AD483

        No.: B-[ ]
	 	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class C, Class D, Class E, Class F
and Class R Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer,


 


 



 


		1	For Certificate sold in
reliance on Rule 144A only.



 


		2	For Regulation S Global
Certificate only.



 


		3	For IAI Certificate only.



 



    		Exhibit A-3-4	



    	 



    

Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest and any Prepayment Fees then distributable, if any, with respect to the Class B Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the
Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business
Day, the immediately succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.






    		Exhibit A-3-5	



    	 



    

Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the






    		Exhibit A-3-6	



    	 



    

indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.









    		Exhibit A-3-7	



    	 



    







 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:February
29, 2016






	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class B  Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
February
29, 2016 


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer








    		Exhibit A-3-8	



    	 



    

 








SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	Certificate

    Balance Prior

    to Exchange or

    Payment	 	Certificate

    Balance

    Exchanged or

    Principal

    Payment Made	 	Type
    of 

    Certificate

    Exchanged for	 	Remaining

    Certificate

    Balance

    Following Such

    Exchange or

    Payment	 	Notation
    Made

    by	 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	- 	 	 	- 	 	 	- 	 	 	- 
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-


 



    		Exhibit A-3-9	



    	 



    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






    		Exhibit A-3-10	



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ________________________ the Assignee(s) named above, or _________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:












 









    		Exhibit A-3-11	



    	 



    

 


EXHIBIT
A-4


FORM OF CLASS C CERTIFICATES


CLASS C


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 


 



 


		1	Temporary Regulation S
Global Certificate legend.


 

		2	Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 

		3	Global Certificate legend.




 



    		Exhibit A-4-1	



    	 



    

THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON. 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CLASS C CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 



    		Exhibit A-4-2	



    	 



    

EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.









    		Exhibit A-4-3	



    	 



    

225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS C


	Pass-Through Rate: 4.501% per annum	 	 
	First Distribution Date: March 11, 2016	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates: $57,750,000	 	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AE2

ISIN: US902055AE211	 	Initial
Certificate Balance of this Certificate: $[__________]
	
        CUSIP:  U68345 AC8

        ISIN: USU68345AC83

        Common Code: 1372840142

        CUSIP: 902055 AF9

        ISIN: US902055AF953

        No.: C-[ ]
	 	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class C Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class D, Class E, Class F
and Class R Certificates (collectively, with the Class C Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer,


 


 



 


		1	For Certificate sold in
reliance on Rule 144A only.


 

		2	For Regulation S Global
Certificate only.


 

		3	For IAI Certificate only.




 



    		Exhibit A-4-4	



    	 



    

Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest and any Prepayment Fees then distributable, if any, with respect to the Class C Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the
Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business
Day, the immediately succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.






    		Exhibit A-4-5	



    	 



    

Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the


 



    		Exhibit A-4-6	



    	 



    

indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.






    		Exhibit A-4-7	



    	 



    





 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:February
29, 2016






	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class C  Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
February
29, 2016 


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer








    		Exhibit A-4-8	



    	 



    

 








SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	Certificate

    Balance Prior

    to Exchange or

    Payment	 	Certificate

    Balance

    Exchanged or

    Principal

    Payment Made	 	Type
    of 

    Certificate

    Exchanged for	 	Remaining

    Certificate

    Balance

    Following Such

    Exchange or

    Payment	 	Notation
    Made

    by	 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	- 	 	 	- 	 	 	- 	 	 	-
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-


 



    		Exhibit A-4-9	



    	 



    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






    		Exhibit A-4-10	



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ________________________ the Assignee(s) named above, or _________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:









 



    		Exhibit A-4-11	



    	 



    



 


EXHIBIT
A-5


FORM OF CLASS D CERTIFICATES


CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 


 



 


1
   Temporary Regulation S Global Certificate legend.


2
  Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


3    
Global Certificate legend.


 





    	Exhibit A-5-1



    	 



    





THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CLASS D CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 



    	Exhibit A-5-2



    	 



    

 


EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.









    	Exhibit A-5-3



    	 



    

225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS D


	 	 
	Pass-Through Rate: The Adjusted Net 

Mortgage Rate1	 
	First Distribution Date: March 11, 2016	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $171,703,000	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AG7

ISIN: US902055AG782	Initial
Certificate Balance of this Certificate: $[__________]
	
        CUSIP: U68345 AD6

        ISIN: USU68345AD66

        Common Code: 1372846693

        CUSIP: 902055 AH5

        ISIN: US902055AH514

        No.: D-[ ]
	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class D Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class E, Class F
and Class R Certificates (collectively, with the Class D Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”),


 


 



1
   The initial approximate Pass-Through Rate as of the Closing Date
is 4.648% per annum.


2
    For Certificate sold in reliance on Rule 144A only.


3
     For Regulation S Global Certificate only.


4
    For IAI Certificate only.


 



    	Exhibit A-5-4



    	 



    




by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest and any Prepayment Fees then distributable, if any, with respect to the Class D Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the
Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business
Day, the immediately succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 



    	Exhibit A-5-5



    	 



    




Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the


 



    	Exhibit A-5-6



    	 



    

 


indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and
the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as
applicable) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided,
however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.









    	Exhibit A-5-7



    	 



    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated:February 29, 2016






	 	 	 
	 	 	CITIBANK, N.A.,

not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This is one of the Class D
Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
February 29, 2016


	 	 	 
	 	 	CITIBANK, N.A., 

not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer




 









    	Exhibit A-5-8



    	 



    

SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 



	Date
of

Exchange  or 

Payment of

 Principal	 	Certificate
        

Balance Prior 

to Exchange or 

Payment	 	Certificate


    Balance

 Exchanged or 

Principal 

Payment Made	 	Type
                           of 
Certificate

 Exchanged for	 	Remaining
        

Certificate 

Balance

 Following Such 

Exchange or 

Payment	 	Notation
    Made

    by 
	 	 	-	 	 	 - 	 	 	-	 	 	 -	 	 	 -	 	-
	 	 	-	 	 	-	 	 	 -	 	 	 -	 	 	- 	 	 -
	 	 	-	 	 	-	 	 	-	 	 	- 	 	 	- 	 	 -
	 	 	- 	 	 	 -	 	 	-	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	- 	 	- 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	-
	 	 	 -	 	 	-	 	 	-	 	 	 -	 	 	 -	 	- 
	 	 	-	 	 	-	 	 	-	 	 	 -	 	 	 -	 	 -
	 	 	 -	 	 	 -	 	 	-	 	 	-	 	 	-	 	 -
	 	 	-	 	 	-	 	 	- 	 	 	 -	 	 	 -	 	-
	 	 	-	 	 	- 	 	 	 -	 	 	-	 	 	-	 	-
	 	 	 -	 	 	- 	 	 	- 	 	 	- 	 	 	-	 	-
	 	 	- 	 	 	-	 	 	-	 	 	-	 	 	- 	 	 -


  



    	Exhibit A-5-9



    	 



    






ASSIGNMENT


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please
print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the
entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct the
Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the
above-named Assignee(s) and to deliver such Certificate to the following address:


	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________






    	Exhibit A-5-10



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ________________________ the Assignee(s) named above, or _________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 

                                            Taxpayer
Identification Number:








 






    	Exhibit A-5-11



    	 



    









EXHIBIT A-6


FORM OF CLASS E CERTIFICATES


CLASS E


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 





 



1
   Temporary Regulation S Global Certificate legend.


2
    Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.


3    
Global Certificate legend.


 




    	Exhibit A-6-1



    	 



    

THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CLASS E CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 



    	Exhibit A-6-2



    	 



    

 EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW” ), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.









    	Exhibit A-6-3



    	 



    

225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS E


	 	 
	Pass-Through Rate: The Adjusted Net Mortgage Rate1	 
	First Distribution Date: March 11, 2016	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $120,023,000	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AJ1

ISIN: US902055AJ182	Initial Certificate Balance
of this Certificate: $[__________]
	
        CUSIP: U68345 AE4

        ISIN: USU68345AE40

        Common Code: 1372847153

        CUSIP: 902055 AK8

        ISIN: US902055AK804

        No.: E-[ ]
	 


This certifies that Cede &
Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust
Fund with respect to the Class E Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class F
and Class R Certificates (collectively, with the Class E Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”),


 


 



1
   The initial approximate Pass-Through Rate as of the Closing Date is 4.648% per
annum.


2
   For Certificate sold in reliance on Rule 144A only.


3   
For Regulation S Global Certificate only.


4
   For IAI Certificate only.


 




    	Exhibit A-6-4



    	 



    

by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest then distributable, if any, with respect to the Class E Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is
the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately
succeeding Business Day, commencing in March 2016.


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 



    	Exhibit A-6-5



    	 



    




Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the


 



    	Exhibit A-6-6



    	 



    

 indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.









    	Exhibit A-6-7



    	 



    

IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


Dated:February 29, 2016


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer




Certificate of Authentication


This is one of the Class E
Certificates referred to in the Trust and Servicing Agreement.


Dated:February 29, 2016 


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    	Exhibit A-6-8



    	 



    

 


SCHEDULE A


SCHEDULE OF EXCHANGES


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:





	Date
of

Exchange  or 

Payment of

 Principal	 	Certificate
        

Balance Prior 

to Exchange or 

Payment	 	Certificate


    Balance

 Exchanged or 

Principal 

Payment Made	 	Type
                           of 
Certificate

 Exchanged for	 	Remaining
        

Certificate 

Balance

 Following Such 

Exchange or 

Payment	 	Notation Made
 by 	 
	 	 	 -	 	 	-	 	 	 -	 	 	 -	 	 	-	 	 	-
	 	 	 -	 	 	-	 	 	-	 	 	-	 	 	 -	 	 	- 
	 	 	-	 	 	-	 	 	-	 	 	- 	 	 	 -	 	 	- 
	 	 	 -	 	 	-	 	 	 -	 	 	- 	 	 	 -	 	 	- 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	- 
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	 -
	 	 	 -	 	 	-	 	 	 -	 	 	 -	 	 	 -	 	 	-
	 	 	-	 	 	-	 	 	-	 	 	 -	 	 	 -	 	 	 -
	 	 	 -	 	 	-	 	 	-	 	 	-	 	 	 -	 	 	 -
	 	 	-	 	 	-	 	 	-	 	 	 -	 	 	 -	 	 	-
	 	 	 -	 	 	- 	 	 	 -	 	 	-	 	 	-	 	 	-
	 	 	 -	 	 	- 	 	 	- 	 	 	-	 	 	-	 	 	-
	 	 	-	 	 	- 	 	 	-	 	 	-	 	 	 -	 	 	-


 



    	Exhibit A-6-9



    	 



    






ASSIGNMENT


FOR VALUE RECEIVED, the undersigned
(“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please
print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the
entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust.


I (we) further direct the
Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the
above-named Assignee(s) and to deliver such Certificate to the following address:


	 
	 
	 
	 
	 
	 
	 
	Date: __________________




	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification
    Number: _________


 



    	Exhibit A-6-10



    	 



    

DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ____________________________________ the Assignee(s) named above, or _____________________________________________
as its (their) agent.


 







	 	By:	
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	  
	 

                                            Taxpayer Identification Number:

                                             




    	Exhibit A-6-11



    	 



    






 


EXHIBIT
A-7


 


FORM OF CLASS F CERTIFICATES


 


CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF


 


 



 


1
     Temporary Regulation S Global Certificate legend.


2
     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
     Global Certificate legend.


 



    	Exhibit A-7-1



    	 



    

 


THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CLASS F CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 



    	Exhibit A-7-2



    	 



    

 


EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW” ), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 






    	Exhibit A-7-3



    	 



    

 





225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS F


	Pass-Through Rate: The Adjusted Net Mortgage Rate1	 
	First Distribution Date: March 11, 2016	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $91,524,000	Rated Final Distribution Date: the Distribution Date in February 2036
	CUSIP: 902055 AL6

ISIN: US902055AL632	Initial
Certificate Balance of this Certificate: $[__________]
	
        CUSIP: U68345 AF1

        ISIN: USU68345AF15

        Common Code: 1372848123

        CUSIP: 902055 AM4

        ISIN: US902055AM474

        No.: F-[  ]
	 


 


This certifies that [_____________]
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class F Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E
and Class R Certificates (collectively, with the Class F Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”),


 





 



 


1
     The initial approximate Pass-Through Rate as of the Closing Date is 4.648% per annum.


2
     For Certificate sold in reliance on Rule 144A only.


3
     For Regulation S Global Certificate only.


4
     For IAI Certificate only.


 



    	Exhibit A-7-4



    	 



    

 


by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest then distributable, if any, with respect to the Class F Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is
the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately
succeeding Business Day, commencing in March 2016.


 


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


 


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-7-5



    	 



    

 


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the


 



    	Exhibit A-7-6



    	 



    

 


indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


 


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 









    	Exhibit A-7-7



    	 



    

 






IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:February 29, 2016






	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class F   Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
February 29, 2016 


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    	Exhibit A-7-8



    	 



    

 








SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 




	Date
    of 

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or 

    Payment	 	Certificate
    

    Balance 

    Exchanged or 

    Principal 

    Payment Made	 	Type
    of 

    Certificate 

    Exchanged for	 	Remaining
    

    Certificate 

    Balance 

    Following Such 

    Exchange or 

    Payment	 	Notation
    Made 

    by	 
	 	 	 -	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 
	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	- 




 






    	Exhibit A-7-9



    	 



    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






    	Exhibit A-7-10



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ____________________________________ the Assignee(s) named above, or _____________________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 	 
	Taxpayer Identification Number:












 






    	Exhibit A-7-11



    	 



    

 





EXHIBIT
A-8


FORM OF CLASS R CERTIFICATES


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE BORROWER, THE borrower
SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.


 


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
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 ALL APPLICABLE FEDERAL SECURITIES LAWS AND 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST
HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS
AND/OR


 



    	Exhibit A-8-1



    	 



    

 


OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE EVIDENCES A “RESIDUAL
INTEREST” IN EACH OF TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT IN THE FORM ATTACHED AS AN EXHIBIT TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR
TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT
UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT
INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY
BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 



    	Exhibit A-8-2



    	 



    

 





225
liberty street TRUST 2016-225L,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-225L, CLASS R


	Percentage Interest of the Class R 

Certificates: [      ]%
	CUSIP: 902055 AQ5

ISIN: US902055AQ50

No.: R-[  ]


 


This certifies that [________]
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class R Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by six promissory notes and secured by certain Collateral held in trust by the Trustee (or the
Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust Loan
and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created, and
the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E
and Class F Certificates (collectively, with the Class R Certificates, the “Certificates”; the Holders of Certificates
issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall
have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date
in each calendar month, commencing in March 2016 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of any amounts distributable
with respect to the Class R Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.
With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in March 2016.


 






    	Exhibit A-8-3



    	 



    

 


All distributions will be
made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at
a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not
purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of
the Trustee and the Certificate Administrator.


 


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.
The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51%
of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to


 



    	Exhibit A-8-4



    	 



    

 


or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required
to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing
payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage
Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement;
(v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity
as such without its consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate
Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with
an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party
requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator created thereby (other than (x) the obligation to make certain remittances to the Companion Loan
Holders to the extent of any remaining funds and in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate
Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income
tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties
thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date
pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the
Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection
with the sale of the Mortgage Loan pursuant to any Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Trust and Servicing Agreement.


 


Unless the Certificate of
Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent,
by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid
for any purpose.


 






    	Exhibit A-8-5



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 


The Holder of the Class R
Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person of the Upper-Tier REMIC and the Lower-Tier
REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties of the Tax Matters Persons for the Upper Tier REMIC and
the Lower Tier REMIC are delegated to the Certificate Administrator pursuant to the Trust and Servicing Agreement, as agent for
the related Tax Matters Person, and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf
of themselves and all successor holders of such Class R Certificates, to such delegation to the Certificate Administrator as its
agent and attorney in fact.


 


Each Person who has or acquires
any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed
to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject
to the following provisions:


 


(i)          Each Person
acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual
Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual Ownership
Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted
Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Residual Ownership Interest as 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, other than in connection with the initial Transfer thereof to the Initial Purchasers and any subsequent transfer
thereof by the Initial Purchasers to any of its affiliates, 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 I-1 to the Trust and Servicing Agreement (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating
that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2)
the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of
cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with


 



    	Exhibit A-8-6



    	 



    

 


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 Section 5.3(n) of the Trust and Servicing Agreement and (y) other than in connection with the initial issuance of
a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit I-2
to the Trust and Servicing Agreement (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the 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, such Persons shall in no event be excused from furnishing
such information.


 


(iv)        The Class
R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.


 



    	Exhibit A-8-7



    	 



    

 



IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:February 29, 2016






	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class R   Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
February 29, 2016 


	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






    	Exhibit A-8-8



    	 



    





 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________








 






    	Exhibit A-8-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________ for the account of _______________________
account number ____________________.


 


This
information is provided by ____________________________________ the Assignee(s) named above, or _____________________________________________
as its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:












 






    	Exhibit A-8-10



    	 



    

 



EXHIBIT
B


FORM OF REQUEST FOR RELEASE

(for Custodian/Certificate Administrator)


	Loan Information
	 	Name of Mortgagor:	 
	 	[Servicer] [Special 	
	 	Servicer] Loan No.:	 
	Custodian/Certificate Administrator
	 	Name:	Citibank, N.A.
	 	Address:	388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Global Transaction Services – 225 Liberty Street Trust 2016-225L
	 	Custodian 

Mortgage File No.:	
 


	Depositor
	 	Name:	Citigroup Commercial Mortgage Securities Inc.
	 	Address:	390 Greenwich Street, 5th Floor

New York, New York 10019

Attention: Richard Simpson
	 	Certificates:	225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Citibank, N.A., as custodian (the “Custodian”), for the Holders
of 225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, the documents referred
to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A.,
as Certificate Administrator.


 


		(  )	Note dated [_____] [__], 2016, in the original
principal sum of $______, made by _______, payable to, or endorsed to the order of, the Trustee for the benefit of Certificateholders.







    		Exhibit B-1	



    	 



    



		(  )	Mortgage(s) recorded on ____________ as instrument
no. ________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.




		(  )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.




		(  )	Deed to Secure Debt recorded on __________ as
instrument no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket
____________ of official records at page/image.




		(  )	Other documents, including any amendments, assignments
or other assumptions of the Note or Mortgages.




		(  )	___________________________




		(  )	___________________________




		(  )	___________________________




		(  )	___________________________



The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)          The [Servicer] [Special
Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee for the benefit of Certificateholders,
solely for the purposes provided in the Trust and Servicing Agreement.


(2)          The [Servicer] [Special
Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security interests,
charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Trust and Servicing
Agreement.


(3)          The [Servicer] [Special
Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loan has been
liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted to the Collection Account except
as expressly provided in the Trust and Servicing Agreement.


(4)          The Documents, coming
into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the account of the Trustee
(or the Custodian on its behalf) for the benefit of the Certificateholders, and the [Servicer] [Special Servicer] shall keep the
Documents separate and distinct from all other property in the [Servicer’s] [Special Servicer’s] possession, custody
or control.






    		Exhibit B-2	



    	 



    

 





	 	 	 
	 	[wells fargo bank, NATIONAL ASSOCIATION,  as Servicer]
	 	 	 
	 	[Trimont Real Estate Advisors, LLC,  as Special Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date: _________	 	 



  



    		Exhibit B-3	



    	 



    




  


EXHIBIT
C


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


	Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage
                                                Pass-Through Certificates, Series 2016-225L, Class [__]



Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of
such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


(1)           the offer of the Certificates
was not made to a person in the “United States” (as defined in Regulation S);


 


 



 


*
      Select appropriate depository.






    		Exhibit C-1	



    	 



    

[(2)        at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


[(2)         the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)          the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _________	 	 


 


cc: Citigroup Commercial Mortgage Securities Inc.


 


 






** Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 



    		Exhibit C-2	



    	 



    

 



EXHIBIT
D


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


	Re:	225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]







Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class
(CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


 


(1)           the offer
of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 


    	Exhibit D-1



    	 



    

 

[(2)         at the
time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its
behalf reasonably believed and believes that the transferee was outside the United States,]*



[(2)          the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) 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” (as defined in 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;


or (ii) with respect to transfers made in reliance
on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction
permitted by Rule 144 under 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 Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.


	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated:  ______	 	 	 
	 	 	 	 	 
	cc: Citigroup Commercial Mortgage
    Securities Inc.	 	 





 



 


		*	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.






		**	Select
                                         (i) or (ii), as applicable.



 





    	Exhibit D-2



    	 



    

 


EXHIBIT
E


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


		Re:	225 Liberty Street Trust
2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]







Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount]of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of
[insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such
beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.





 


 

	*	Select
                                         appropriate depository.








    	Exhibit E-1



    	 



    

We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.




	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated:  _______	 	 	 
	 	 	 	 	 
	cc: Citigroup Commercial Mortgage
    Securities Inc.	 	 







    	Exhibit E-2



    	 



    

 


EXHIBIT
F


FORM OF CERTIFICATION TO BE
GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


		Re:	225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]





Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Trust and Servicing Agreement certifies that it is not a “U.S. Person” as defined by Regulation S under the
Securities Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.





 


 

	*	Select,
                                         as applicable.






 



    	Exhibit F-1



    	 



    

This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.


	 	 	 	 
	 	Dated: _______________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.







 



    	Exhibit F-2



    	 



    

 


EXHIBIT
G-1


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


		Re:	225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]





Reference is hereby made
to the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by
and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing
Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:





(1)           the offer
of the Certificates was not made to a person in the “United States” (as defined in Regulation S);





 


 

	*	Select
                                         appropriate depository.








    	Exhibit G-1-1



    	 



    
 


[(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” (as defined in Regulation
S) 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” (as defined in 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 Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.


	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Dated: _______	 	 	 
	 	 	 	 	 
	cc: Citigroup Commercial Mortgage
    Securities Inc.	 	 


 





 



 

	**	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.









    	Exhibit G-1-2



    	 



    

 


EXHIBIT
G-2


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


		Re:	225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]




Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


 


(1)           the offer
of the Certificates was not made to a person in the “United States” (as defined in Regulation S),






    	Exhibit G-2-1



    	 



    
 

[(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” (as defined in Regulation
S) 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” (as defined in 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;




or (ii) with respect to transfers made in reliance
on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred in a transaction
permitted by Rule 144 under 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 Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer.


	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Dated: _______	 	 	 
	 	 	 	 	 
	cc: Citigroup Commercial Mortgage
    Securities Inc.	 	 




 





 



 


		*	Insert
                                         one of these two provisions, which come from the definition of “offshore transaction”
                                         in Regulation S.



 





		**	Select
                                         (i) or (ii), as applicable.




 




    	Exhibit G-2-2



    	 



    

 


EXHIBIT
G-3


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


		Re:	225
Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [__]




Reference is hereby made to
the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont
Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding.






    	Exhibit G-3-1



    	 



    

This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer. 


	 	 	 	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	Dated: ______	 	 	 
	 	 	 	 	 
	cc: Citigroup Commercial Mortgage
    Securities Inc.	 	 





 






    	Exhibit G-3-2



    	 



    




 


EXHIBIT
H-1


 


FORM OF TRANSFEROR CERTIFICATION
FOR

TRANSFERS OF DEFINITIVE CERTIFICATES


 


 Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services - 225 Liberty Street Trust 2016-225L


 


	Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates,
                                                   Series 2016-225L, Class [__]



Ladies and Gentlemen:


This letter is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of a Class [___] Certificate
[having an initial Certificate Balance or Notional Amount as of [________] (the “Settlement Date”) of $[__________][evidencing
a [__]% Percentage Interest in such Class] (the “Transferred Certificate”). The Certificates, including the
Transferred Certificate, were issued pursuant to the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement.


The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:


(1)    The Transferor is the
lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and all claims and encumbrances
whatsoever.


(2)    Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate, any interest
in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other
manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the “Securities Act”),
or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state securities laws,
or would


 



    	Exhibit H-1-1



    	 



    

 


require registration or qualification of any
Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities laws. 




 


	 	Very truly yours,
	 		
	 		(Transferor)
	 	 	 
		By: 	 
	 	 	Name:
	 	 	Title:






 



    	Exhibit H-1-2



    	 



    

 


EXHIBIT
H-2


FORM OF INVESTMENT REPRESENTATION
LETTER FOR TRANSFERS OF DEFINITIVE CERTIFICATES


 


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services - 225 Liberty Street Trust 2016-225L


 


Citigroup Commercial
Mortgage Securities Inc.


390 Greenwich Street,
5th Floor


New York, New York 10013


Attention: Paul Vanderslice


 


	Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates,
                                                   Series 2016-225L, Class [__]



Ladies and Gentlemen:


This letter is delivered to
you pursuant to Section 5.3(i) of the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator, in connection with the transfer by [_______] (the “Seller”)
to the undersigned (the “Purchaser”) of $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of Class [__] Certificates [representing a [__]% Percentage Interest in the related Class], in certificated fully registered form
(such registered interest, the “Transferred Certificate”). Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Trust and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.    The Purchaser is an
“institutional accredited investor” (an “Institutional Accredited Investor”), (i.e. an entity meeting,
or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and
the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment.
The Purchaser is acquiring the Transferred Certificate for its own account or for one or more accounts (each of which is an Institutional
Accredited Investor) as to each of which the


 



    	Exhibit H-2-1



    	 



    

 Purchaser exercises sole investment discretion. [FOR TRANSFERS OF CLASS R CERTIFICATES:
Furthermore, the Purchaser and any such account are each a “qualified institutional buyer” (within the meaning of Rule
144A under the Securities Act), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2.] The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


2.    The Purchaser’s
intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b) for resale
to (i) “qualified institutional buyers” in transactions complying with Rule 144A [,FOR TRANSFERS OF ANY CERTIFICATES
OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the
registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable
to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) 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 (including applicable state and foreign securities
laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.]
It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the
Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in
certain exempted transactions) as expressed herein.


3.    The Purchaser acknowledges
that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred Certificate cannot
be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


4.    The Purchaser has reviewed
the applicable Offering Circular dated February 17, 2016, relating to the Certificates (the “Offering Circular”)
and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Offering Circular.


5.    The Purchaser hereby
undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an owner of a Non-Book
Entry 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 Transferred Certificate, except in compliance with Section 5.3 of the Trust and Servicing
Agreement.


 



    	Exhibit H-2-2



    	 



    




7.    Check one of the following:


☐    The
Purchaser is a “U.S. Tax Person” 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 Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person, (ii)
two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI
(or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state that interest
and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S. trade
or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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
Administrator 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 Administrator.


For the purposes of this paragraph
7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, 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).


Please make all payments due
on the Transferred Certificates:**


(a)    by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


   


	Account number:	 	 
	 	 	 
	Institution:	 	 	 
	 	 



 





 



 


**    Please
select (a) or (b).








    	Exhibit H-2-3



    	 



    





	 	(b)	by mailing
a check or draft to the following address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



   


	 	Very truly yours,	 
	 	 	 
	 	[Insert Name of Purchaser]	 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	Dated:________________, 20__	 



 





    	Exhibit H-2-4



    	 



    



 


ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Purchasers other than Registered Investment
Companies]


The undersigned hereby certifies as follows to
[name of Seller] (the “Seller”) and Citibank, N.A, as Certificate Registrar, with respect to the commercial
mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described in the Investment
Representation Letter to which this certification relates and to which this certification is an Annex:


1.            As indicated below, the undersigned is the
chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred
Certificate (the “Purchaser”).


2.            The Purchaser is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because (i) the Purchaser owned and/or invested on a discretionary basis $______________________1
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


		___	Corporation, etc. The Purchaser is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.



		___	Bank. The Purchaser (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory
or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more
than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and not more than 18 months
preceding such date of sale for a foreign bank or equivalent institution.



		___	Savings and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an 



 


 



1 Purchaser must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary
basis at least $10,000,000 in securities.


 



    		Exhibit H-2-Annex 1-1	



    	 



    

 


	 	 	audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a
date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings and loan association,
and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.



		___	Broker-dealer. The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended.



		___	Insurance Company. The Purchaser is an insurance company whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.



		___	State or Local Plan. The Purchaser is a plan established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.



		___	ERISA Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.



		___	Investment Advisor. The Purchaser is an investment advisor registered under the Investment Advisers Act of 1940, as
amended.



		___	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under
subsection (a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex
2 rather than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






3.            The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii)
bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.



    		Exhibit H-2-Annex 1-2	



    	 



    

 


4.            For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser used the cost of such securities
to the Purchaser, unless the Purchaser reports its securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities has been published, in which case the securities
were valued at market. Further, in determining such aggregate amount, the Purchaser may have included securities owned by subsidiaries
of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Purchaser’s
direction. However, such securities were not included if the Purchaser is a majority-owned, consolidated subsidiary of another
enterprise and the Purchaser is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


5.            The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.


	___	___	
        Will the Purchaser be purchasing the Transferred
Certificate only for the Purchaser’s own account

        
	Yes	No







6.            If the answer to the foregoing question is
“no”, then in each case where the Purchaser is purchasing for an account other than its own, such account belongs to
a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been established by the Purchaser through one or more of the appropriate
methods contemplated by Rule 144A.


7.            The Purchaser will notify each of the parties
to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Purchaser’s
purchase of the Transferred Certificate will constitute a reaffirmation of this certification as of the date of such purchase.
In addition, if the Purchaser is a bank or savings and loan as provided above, the Purchaser agrees that it will furnish to such
parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they
become available.


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


	 	 	 
	 	Print Name of Purchaser



 


	 	By: 	 






		Name: 	 






	 	Title: 	 






	 	Date: 	 



 
















    		Exhibit H-2-Annex 1-3	



    	 



    

 


ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[for Purchasers that are Registered Investment
Companies]


The undersigned hereby certifies as follows to
[name of Seller] (the “Seller”) and Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through
certificate being transferred (the “Transferred Certificate”) as described in the Investment Representation
Letter to which this certification relates and to which this certification is an Annex:


1.            As indicated below, the undersigned is the
chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred
Certificate (the “Purchaser”) or, if the Purchaser is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the Purchaser
is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the “Adviser”).


2.            The Purchaser is a “qualified institutional
buyer” as defined in Rule 144A because (i) the Purchaser is an investment company registered under the Investment Company
Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or invested on a discretionary basis, or the Purchaser’s
Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below)
as of [specific date since the close of the Purchaser’s most recent fiscal year][the end of the Purchaser’s most recent
fiscal year]. For purposes of determining the amount of securities owned by the Purchaser or the Purchaser’s Family of Investment
Companies, the cost of such securities was used, unless the Purchaser or any member of the Purchaser’s Family of Investment
Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities has been published, in which case the securities of such
entity were valued at market.


		____	The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with
Rule 144A).



		____	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other
than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



3.            The term “Family of Investment Companies”
as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment
advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser
is a majority owned subsidiary of the other).


4.            The term “securities” as used
herein does not include (i) securities of issuers that are affiliated with the Purchaser or are part of the Purchaser’s Family
of Investment 



    		Exhibit H-2-Annex 2-1	



    	 



    

 


Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, or owned by the
Purchaser’s Family of Investment Companies, the securities referred to in this paragraph were excluded.


5.            The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and
will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


	___	___	
        Will the Purchaser be purchasing the Transferred
Certificate only for the Purchaser’s own account

        
	Yes	No


 


6.            If the answer to the foregoing question is
“no”, then in each case where the Purchaser is purchasing for an account other than its own, such account belongs to
a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been established by the Purchaser through one or more of the appropriate
methods contemplated by Rule 144A.


7.            The undersigned will notify the parties to
which this certification is made of any changes in the information and conclusions herein. Until such notice, the Purchaser’s
purchase of the Transferred Certificate will constitute a reaffirmation of this certification by the undersigned as of the date
of such purchase.


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


	 	 
	 	Print Name of Purchaser or Adviser



 


	 	By: 	 






		Name: 	 






	 	Title: 	 






	 	 
	 	IF AN ADVISER:
	 	 
	 	Print Name of Purchaser


  


	 	Date: 	 





 









    		Exhibit H-2-Annex 2-2	



    	 



    

 


EXHIBIT
I-1


FORM OF AFFIDAVIT PURSUANT
TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction Services
– 225 Liberty Street Trust 2016-225L


		Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates,
Series 2016-225L (the “Certificates”) issued pursuant to the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator






	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


1.            I am a [______] of [______]
(the “Purchaser”), on behalf of which I have the authority
to make this affidavit.


2.            The Purchaser is acquiring
Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each,
a “REMIC”) designated as the (i) “Lower-Tier
REMIC” and (ii) “Upper-Tier REMIC”, respectively,
relating to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


3.            The Purchaser is not
a “Disqualified Organization” (as defined below), and that
the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer
of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities are subject to tax and a majority of its board of
directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality
of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any


 



    		Exhibit I-1-1	



    	 



    

excess inclusions (as defined in Section 860E(c)(1)) of the Code
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d)
rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other person so designated by
the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such
person may cause the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms “United States,” “State” and “International Organization” have the meanings
set forth in Section 7701 of the Code or successor provisions.


4.            The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for
the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.            The Purchaser is a Permitted
Transferee (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 U.S. Tax Person.


8.            Check the applicable
paragraph:


☐           The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


(i)           the present value of
any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)          the present value
of the expected future distributions on such Class R Certificate; and


(iii)         the present value
of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in 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.






    		Exhibit I-1-2	



    	 



    

☐           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 U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of U.S. Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and (iii) and U.S.
Treasury Regulations Section 1.860E-1(c)(5); and


(iv)         the Purchaser determined
the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited
to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Purchaser) that it has determined in good faith.


☐           None of the above.


9.            The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


10.          The Purchaser understands
that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.


11.          The Purchaser is aware
that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not transfer the Class R Certificates
to any Person that does not provide such affidavit and agreement or as to which the Purchaser has actual knowledge that such Person
is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not
a Permitted Transferee.


12.          The Purchaser represents
that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted Transferee
and that for so long 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


 



    		Exhibit I-1-3	



    	 



    

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 5.3 of the Trust 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 of the (i) Lower-Tier REMIC and (ii)
the Upper-Tier REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.






    		Exhibit I-1-4	



    	 



    







IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:







 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the 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 I-1-5	



    	 



    




 



EXHIBIT
I-2


 


FORM OF TRANSFEROR LETTER FOR
TRANSFER OF CLASS R CERTIFICATES


 


[Date]


 


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction
Services – 225 Liberty Street Trust 2016-225L


 


	Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class R



 


Ladies and Gentlemen:


 


This letter is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates evidencing
a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing Agreement, dated as of February
6, 2016 (the “Trust and Servicing Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real
Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the
Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)          The Transferor is the
lawful owner of the Residual Certificates with the full right to transfer such Certificate free from any and all claims and encumbrances
whatsoever.


 


(2)          In connection with
such request, and in respect of such Residual Certificates, the Transferor does hereby certify that such Residual 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
Residual 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.


 


(3)          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.


 






    	Exhibit I-2-1



    	 



    

 


(4)          The Transferor understands
that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Trust and Servicing Agreement as Exhibit
I-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the Transferee’s representations in clause (9) of such Transferee Affidavit are false.


 


(5)          The Transferor has
at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable for United
States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit I-2-2



    	 



    

 




EXHIBIT
J


 


FORM OF ERISA REPRESENTATION
LETTER


 


[Date]


 


Citibank, N.A.

as Certificate Registrar


480 Washington Boulevard,
30th Floor


Jersey City, New Jersey
07310


Attention: Global Transaction Services – 225
Liberty Street Trust 2016-225L


          


Citibank, N.A.

as Certificate Administrator


388 Greenwich Street,
14th Floor


New York, New York 10013


Attention: Global Transaction Services – 225 Liberty Street Trust
2016-225L


 


[Transferor]


[______]


[______]


Attention: [______]


 


	Re:	225 Liberty Street Trust 2016-225L, Commercial Mortgage
                                                   Pass-Through Certificates, Series 2016-225L



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [$[__] initial [principal][notional] amount of] [[__]% percentage interest in] the 225 Liberty Street Trust
2016-225L, Commercial Mortgage Pass-Through Certificates, Series 2016-225L, Class [E] [F] [R] Certificates (the “Class
[E] [F] [R] Certificates”) issued pursuant to that certain Trust and Servicing Agreement dated as of February 6, 2016
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust,
National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the
Class R Certificates, the Purchaser is not an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code


 



    	Exhibit J-1



    	 



    

 


(“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such
plan or using the assets of a Plan to purchase such Class R Certificates].


 


[FOR TRANSFERS OF CLASS [E]
OR CLASS [F] CERTIFICATES: In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect
to the Class [E] [F] Certificates, either: (i) the Purchaser is not an employee benefit plan or other plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section
3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such plan or using the assets of a Plan to purchase such Class [E] [F] Certificates; or (ii) (1) the Purchaser is an insurance
company, (2) the source of funds used to acquire or hold the Class [E] [F] Certificates or interest therein is an “insurance
company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.]


 


[FOR TRANSFERS OF CLASS R
CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit J-2



    	 



    

 






EXHIBIT
K-1


 


FORM OF INVESTOR CERTIFICATION
- ACCESS TO INFORMATION


[Date]


 


Citibank, N.A.


388 Greenwich Street,
14th Floor


New York, New York 10013


Attention: Global Transaction Services – 225 Liberty Street Trust
2016-225L


 


		Attention:	225 Liberty Street Trust 2016-225L, Commercial Mortgage
                                                                 Pass-Through Certificates, Series 2016-225L



 


In accordance with the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Agreement”), by and among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is
[a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates] [the Controlling Class Representative][a
Companion Loan Holder].


 


2.          The undersigned
is not a Borrower Restricted Party (or, alternatively, only prior to the occurrence of a Special Servicing Loan Event, the
undersigned is the Brookfield GP).


 


3.          The undersigned is
requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s
website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Agreement. In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the
prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part. The undersigned will not use or disclose the Information in any manner which could result in a violation of
any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


4.          The undersigned shall
be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense


 



    	Exhibit K-1-1



    	 



    

 


incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          The undersigned agrees
to promptly notify the Servicer, the Special Servicer, the Certificate Administrator and the Trustee by delivery thereto of a certification
substantially in the form of Exhibit K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party and, prior to
a Special Servicing Loan Event, is not the Brookfield GP.


 


6.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


7.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    	Exhibit K-1-2



    	 



    

 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


	 	[CERTIFICATEHOLDER]
    [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER] [CONTROLLING CLASS REPRESENTATIVE] [COMPANION LOAN HOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	Exhibit K-1-3



    	 



    

 





EXHIBIT
K-2


 


FORM OF INVESTOR CERTIFICATION
-

ACCESS SOLELY TO DISTRIBUTION DATE STATEMENTS


 


[Date]


 


Citibank, N.A.


388 Greenwich Street,
14th Floor


New York, New York 10013


Attention: Global Transaction Services – 225 Liberty Street Trust
2016-225L


 


		Attention:	225 Liberty Street Trust 2016-225L, Commercial Mortgage
                                                                 Pass-Through Certificates, Series 2016-225L



 


In accordance with the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Agreement”), by and among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is
[a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates][the Controlling Class Representative][a
Companion Loan Holder].


 


2.          The undersigned
is a Borrower Restricted Party (and, only prior to the occurrence of a Special Servicing Loan Event, is not the Brookfield GP).


 


3.          The undersigned is
requesting access solely to the Distribution Date Statement (the “Information”) and agrees to keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part. The undersigned will not use or disclose
the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 






    	Exhibit K-2-1



    	 



    

 


5.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    	Exhibit K-2-2



    	 



    

 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


	 	[CERTIFICATEHOLDER]
    [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER] [CONTROLLING CLASS REPRESENTATIVE] [COMPANION LOAN HOLDER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit K-2-3



    	 



    

 







EXHIBIT
K-3


FORM OF INVESTOR CERTIFICATION
- VOTING and other RIGHTS


[Date]


 


Citibank, N.A.


388 Greenwich Street, 14th
Floor


New York, New York 10013


Attention: Global Transaction Services – 225 Liberty Street Trust
2016-225L


 


		Attention:	225 Liberty Street Trust 2016-225L, Commercial Mortgage
                                                                Pass-Through Certificates, Series 2016-225L



In accordance with the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Agreement”), by and among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to
the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.             The undersigned [is
a [Certificateholder][Beneficial Owner] of the Class [__] Certificates] [[is] [has been designated to become] the Controlling Class
Representative].


2.             [for
exercise of voting and other rights: The undersigned [[intends to exercise]] [is prohibited from exercising]] [[Voting Rights]
[rights as a Holder or Beneficial Owner of the Controlling Class of Certificates]] under the Agreement [or, if the undersigned
is not a U.S. Person, the undersigned has irrevocably appointed [______], a U.S. Person, to vote on its behalf, and to have full
discretion as to such vote,] and the undersigned (please check each of the following that is applicable):


 


		___	is not the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any of their sub-servicers (engaged with respect to the Trust), a Borrower Restricted Party or any of their respective Affiliates.



 


		___	is the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their
sub-servicers (engaged with respect to the Trust), or an Affiliate of one of the foregoing (in which case the undersigned is prohibited
from exercising Voting Rights or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates,
other than as expressly authorized in the definition of “Certificateholder”).



 


		___	is a Borrower Restricted Party (in which case the undersigned is prohibited from exercising Voting
Rights or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates).]







    	Exhibit K-3-1



    	 



    

 


 2.            [for
controlling class representative: The undersigned [is not a Borrower Restricted Party] [has become a Borrower Restricted
Party and is required to resign as Controlling Class Representative in accordance with Section 9.1 of the Agreement].]


2.             [notice
that controlling class representative is a borrower restricted party: The undersigned is a [Holder] [Beneficial Owner] of
Certificates of the Controlling Class and has gained actual knowledge that [specify name
of applicable individual or entity], the acting Controlling Class Representative, is a Borrower Restricted Party.]1


3.             The undersigned agrees
that, if it has not otherwise identified itself as a Borrower Restricted Party, then it shall promptly notify the Servicer, the
Special Servicer, the Certificate Administrator and the Trustee by delivery of a certification substantially in the form of Exhibit
K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party. Furthermore, if the undersigned is a Holder or Beneficial
Owner of Certificates of the Controlling Class, and if the undersigned gains actual knowledge that the Controlling Class Representative
is a Borrower Restricted Party, then it shall promptly so notify the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee by delivery of a certification substantially in the form of Exhibit K-3 to the Agreement.


4.             The undersigned shall
be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


5.             The undersigned agrees
that each time it exercises any Voting Rights or other rights as a Certificateholder, a Beneficial Owner of Certificates or a Controlling
Class Representative under the Agreement, the undersigned is deemed to have recertified that the representations and covenants
contained herein remain true and correct.


6.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 





 



 


1  Paragraphs
3, 4 and 5 may be omitted if the sole purpose of this certification is to provide this notice.


 



    	Exhibit K-3-2



    	 



    







BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


	 	[CERTIFICATEHOLDER] [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER]
	 		
		By:	 
	 	 	Name:
	 	 	Title:


 



    	Exhibit K-3-3



    	 



    








 


EXHIBIT
L


 


APPLICABLE SERVICING CRITERIA


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer.


 


	 	Servicing
    Criteria 	applicable
    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.	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.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer 

        Special Servicer

        Custodian (in the case of the Custodian, if such entity is not also the Trustee)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

        Special Servicer

        Certificate
        Administrator

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        Special Servicer

        Certificate Administrator

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

    Special Servicer

    Certificate Administrator



 






    	Exhibit L-1



    	 



    

 


	 	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Servicer.	Certificate
    Administrator
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer

    Special Servicer

    Custodian
	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.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s
    unpaid principal balance.	Servicer



 






    	Exhibit L-2



    	 



    

 


	 	Servicing
    Criteria 	applicable
    Servicing Criteria
	Reference	Criteria	 
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
    the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A



 



    	Exhibit L-3



    	 



    




 


EXHIBIT
M


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Citibank, N.A.


388 Greenwich Street,
14th Floor


New York, New York
10013


Attention: Global Transaction Services - 225 Liberty Street Trust 2016-225L


 


		Attention:	225 Liberty Street Trust 2016-225L,

Commercial Mortgage Pass-Through Certificates, Series 2016-225L



 


In accordance with the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Agreement”), by and among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator (the “Certificate
Administrator”), with respect to the above-referenced certificates, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned, a nationally recognized statistical rating organization (“NRSRO”),
as such term is used in Rule 17g-5 under the Exchange Act, has provided the Depositor with the appropriate certifications under
Rule 17g-5(e) under the Exchange Act, has access to the Depositor’s 17g-5 website, and agrees that any information obtained
from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website will be subject to the same
confidentiality provisions applicable to information on the Depositor’s 17g-5 website.



 


		2.	The undersigned agrees that each time it accesses the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website, it shall be deemed to have recertified that the representations above remain
true and correct.



 


Capitalized terms used but not
defined herein shall have the respective meanings assigned thereto in the Agreement.


 









    	Exhibit M-1



    	 



    

 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


	 	[NRSRO]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 









    	Exhibit M-2



    	 



    

 


EXHIBIT
N


 


FORM OF ONLINE MARKET DATA PROVIDER
CERTIFICATION


 


Citibank, N.A.


388 Greenwich Street,
14th Floor


New York, New York
10013


Attention: Global Transaction Services - 225 Liberty Street Trust 2016-225L


 


		Attention:	225 Liberty Street Trust 2016-225L,

Commercial Mortgage Pass-Through Certificates, Series 2016-225L



 


In connection with the Trust
and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator
(the “Certificate Administrator”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of [Bloomberg, L.P.] [Trepp, LLC] [Markit] [BlackRock Solutions]
[Intex Solutions, Inc.], a market data provider that has been given access to the Distribution Date Statements, CREFC®
Reports and supplemental notices on the Certificate Administrator’s Website by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses Certificate Administrator’s Website, 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 Certificate Administrator’s Website 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 this agreement by itself or by any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Agreement.



 









    	Exhibit N-1



    	 



    

 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


	 	[MARKET DATA PROVIDER]
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:


 



    	Exhibit N-2



    	 



    




 


EXHIBIT
O


 


FORM OF DISTRIBUTION DATE STATEMENT


 



    	Exhibit O-1



    	 



    








	 	 	 
	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT INFORMATION	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 			 	Distribution Summary
    (Factors)	3	 	 
	 	Servicer	Wells Fargo Bank, National Association	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Special Servicer	Trimont Real Estate Advisors, LLC	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Class Rating Detail	6	 	 
	 	Trustee	Wilmington Trust, National Association	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	7	 	 
	 			 	 	 	 	 
	 	Certificate Administrator	Citibank, N.A.	 	Other Information	8	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage Loan Detail	9	 	 
	 	Rating Agencies	Standard & Poor’s Ratings
    Services	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	10	 	 
	 		DBRS, Inc.	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	14	 	 
	 			 	 	 	 	 
	 			 	Specially Serviced
    Loan Detail	16	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled Principal
    Detail	18	 	 
	 	



		 	 	 	 	 
	 	 



	 	 	Liquidated Loan
    Detail	20	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CREFC Legends	22	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	John Hannon	 	Citibank, N.A.
	 	 	john.hannon@citi.com	 	Agency and Trust
	 	 	Tel: (212) 816-5693	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (212) 816-5527	 	New York, NY 10013
	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 1 of 22	© Copyright  2016 Citigroup



 



    	 



    	 



    

 


	 	 	 
	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	





 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 		 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	PPP and YM	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(7+8+9)	(11)	(12)	(13)=(3-8+11-12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	



 


Distribution
Summary (Factors)


	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3)/(2) x 1000	Interest

    Distributed

    (7)/(2) x 1000	Principal

    Distributed

    (8)/(2) x 1000	

    PPP and YM
     Distributed

    (9)/(2) x 1000	Total

    Distributed

    (10)/(2) x 1000	Deferred

    Interest

    (11)/(2) x 1000	Realized

    Loss

    (12)/(2) x 1000	Current

    Principal

    Balance

    (14)/(2) x 1000
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-		Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through		Day	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate		 Count	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)		Fraction	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	


 


Class
Rating Detail


 


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Class	Original	Current	Date	Original	Current	Date	Original	Current	Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 






	 	 	 
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	Distribution Date:

    Determination Date:	225 Liberty Street Trust 2016-225L

     Commercial Mortgage
Pass-Through Certificates

     Series 2016-225L	


Reconciliation Detail


	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing
    Fee	 	 	 
	 	Prepayment
    Interest Excess	 	 	 	 	Trustee/Certificate Administrator Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	CREFC® Licensing Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing
    Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	 Workout Fee	 	 	 
	 	Curtailments	 	 	 	 	 Liquidation Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	 ASER Amount	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	 Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased Principal	 	 	 	 	 Other Expenses	 	 	 
	 	Nonrecoverable Principal Advances	 	 	 	 	Total Additional
    Fees, Expenses, etc.:	 	 	 
	 	Substitution Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Other Principal	 	 	 	 	Interest Distribution	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Principal Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Yield Maintenance/Prepayment
    Penalties Distribution	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Interest Reserve
    Deposit	 	 	 	 	Total Funds Allocated	 	 	 
	 	Interest Reserve
    Withdrawal	 	 	 	 		 	 	 
	 	Other Charges	 	 	 	 		 	 	 
	 	Total Other Funds
    Available:	 	 	 	 		 	 	 
	 	Total Funds Available	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L



Other Information







	Account
    Information	 	 
	Beginning
    Interest Reserve Balance	0.00	 
	Interest
    Reserve Deposits	0.00	 
	Interest
    Reserve Withdrawals	0.00	 
	Ending
    Interest Reserve Balance	0.00	 
	 	 	 
	Subordinate
    Control Period	 	 
	Commencement
    of Subordinate Consultation Period	No	 
	Commencement
    of Subordinate Consultation Termination Period	No	 
	Termination
    of Subordinate Control Period	No	 
	Termination
    of Subordinate Consultation Period	No	 
	 	 	 









	 		 
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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Prop

    Type

(1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	

Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status 

    (2)	Workout

    Strategy

    (3)	Mod

    Type

    (4)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 		 
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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L
	 	 
	 	Delinquency Loan
    Detail
	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advances	Status	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Interest Advances	Outstanding	(2)	(3)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no delinquency loan activity for the current distribution period.
	 




 


	 		 
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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L
	 	 
	 	Historical Delinquency
    Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	 Date	End Sched
    Bal	#  	End Sched
    Bal	#  	End Sched
    Bal	#  	End Sched
    Bal	#  	End Sched
    Bal	#  	End Sched
    Bal	#  	End Sched
    Bal	#  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	 		 
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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series
    2016-225L
	 	 
	 	Appraisal Reduction
    Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	There
    is no appraisal reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L
	 	 
	 	Historical Appraisal
    Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There is no historical
    appraisal reduction activity.	 	 
	 	 	 	 	 	 	 	 


 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Type (4)	Description
	 	 	 	 	 	 
	There
    is no loan modification activity for the current distribution period.
	 	 	 	 	 	 
	  Totals	 	 	 	 	 



 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-225L
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan Number	OMCR	Property
    Name	Date	Type (4)	Description
	 

                                                                               There
                                         is no historical loan modification activity.

	 	 	 	 	 	 	 



	 	 



 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial Mortgage
Pass-Through Certificates

Series 2016-225L


Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Workout

Strategy

(3)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Valuation Date	 	Most Recent

Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no specially serviced loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 



 



	Reports Available at www.sf.citidirect.com	Page 16 of 22	© Copyright  2016 Citigroup







    	 



    	 



    

 


	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-225L

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Special

Serviced

Trans Date	 	Workout

Strategy

(3)	 	Special

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(1)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income

(NOI) 	 	DSCR
 	 	 

 	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	There is no historic specially serviced loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-225L

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquid / Prepay

Type (5)	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustments	 	Prepayment Interest

Excess / (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Penalties
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no unscheduled principal activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates
     Series
    2016-225L

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquid / Prepay

Type (5)	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustments	 	Prepayment Interest

Excess / (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Penalties
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-225L

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as  % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Losses	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no liquidated loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-225L

 Historical
    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as  % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical liquidated loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 

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	Distribution Date:	225 Liberty Street Trust 2016-225L	
	Determination Date:	Commercial
Mortgage Pass-Through Certificates

Series 2016-225L

 




 





CREFC® Legends


 






	 	 	 	 	 
	(1) Property Type	 	(3) Workout Strategy	 	(5) Liquidation / Prepayment
    Type
	MF = Multifamily	 	1. Modification	 	1. Partial Liquidation (Curtailment)
	RT = Retail	 	2. Foreclosure	 	2. Payoff Prior To Maturity
	HC = HealthCare	 	3. Bankruptcy	 	3. Disposition / Liquidation
	IN = Industrial	 	4. Extension	 	4. Repurchase / Substitution
	WH = Warehouse	 	5. Note Sale	 	5. Full Payoff At Maturity
	MH = Mobile Home Park	 	6. DPO	 	6. DPO
	OF = Office	 	7. REO	 	7. Not Used
	MU = Mixed Use	 	8. Resolved	 	8. Payoff With Penalty
	LO = Lodging	 	9. Pending Return to Master Servicer	 	9. Payoff With Yield Maintenance
	SS = Self Storage	 	10. Deed In Lieu of Foreclosure	 	10. Curtailment With Penalty
	OT = Other	 	11. Full Payoff	 	11. Curtailment With Yield Maintenance
	SE = Securities	 	12. Reps and Warranties	 	 
	CH = Cooperative Housing	 	13. Other or TBD	 	 
	N/A = Not Available	 	98. Not Provided By Servicer	 	 
	 	 	 	 	 
	(2) Payment Status	 	(4) Modification Type	 	 
	A. In Grace Period	 	1. Maturity Date Extension	 	 
	B. Late, but less than 30 Days	 	2. Amortization Change	 	 
	0. Current	 	3. Principal Write-Off	 	 
	1. 30-59 Days Delinquent	 	4. Blank (formerly Combination)	 	 
	2. 60-89 Days Delinquent	 	5. Temporary Rate Reduction	 	 
	3. 90+ Days Delinquent	 	6. Capitalization of Interest	 	 
	4. Performing Matured Balloon	 	7. Capitalization of Taxes	 	 
	5. Non Performing Matured Balloon	 	8. Other	 	 
	98. Not Provided By Servicer	 	9. Combination	 	 


 

	Reports Available at www.sf.citidirect.com	Page 22  of
    22	© Copyright  2016 Citigroup


 



    	 



    	 



    





 


EXHIBIT
P-1


 


Form
of Transferor Certificate for Transfer of the Excess Servicing Fee Rights


 


[Date]


 


Citigroup Commercial Mortgage Securities Inc.


390 Greenwich Street, 5th Floor

New York, New York 10013


Attention: Paul Vanderslice


 


		Re:	225 Liberty Street Trust 2016-225L,

Commercial Mortgage Pass-Through Certificates, Series 2016-225L



 


Ladies and Gentlemen:


 


This letter is delivered to you
in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right (as defined below) established under the Trust and Servicing Agreement, dated as of February
6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Depositor, that:


 


1.          The Transferor is
the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise
approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or
any other similar security with any Person in any manner, (d) made any general solicitation with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses
(a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933,
as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a
violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of
the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.


 






    	Exhibit P-1-1



    	 



    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit P-1-2



    	 



    

 





EXHIBIT
P-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Citigroup Commercial Mortgage Securities Inc.


390 Greenwich Street, 5th Floor

New York, New York 10013


Attention: Paul Vanderslice


 


Wells Fargo Bank, National Association,

as Servicer


Commercial Mortgage Servicing, MAC D1086


550 South Tryon Street, 14th
Street


Charlotte, North Carolina 28202


Attention: 225 Liberty Street Trust 2016-225L
Asset Manager


 


		Re:	225 Liberty Street Trust 2016-225L,

Commercial Mortgage Pass-Through Certificates, Series 2016-225L



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank,
National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Servicer, that:


 


1.          The Transferee is
acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.          The Transferee understands
that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified
under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not
be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any
applicable state


 



    	Exhibit P-2-1



    	 



    

 


securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification
and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit
P-1 to the Trust and Servicing Agreement, and (B) each of Wells Fargo Bank, National Association and the Depositor has received
a certificate from the prospective transferee substantially in the form attached as Exhibit P-2 to the Trust and Servicing Agreement.


 


3.          The Transferee understands
that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the
provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The Transferee has
been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c)
the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The Transferee is
(a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 






    	Exhibit P-2-2



    	 



    

 


7.          The Transferee agrees
(i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing Agreement, and made
available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of
any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public
knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure
by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information
to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information,
and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel and regulators.


 


8.          The Transferee acknowledges
that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing Agreement except as set
forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent
provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit P-2-3



    	 



    

 


EXhibit
Q


 


LOAN SELLER SUB-SERVICERS


 


None


 






    	Exhibit Q-1



    	 



    

 





EXHIBIT
R


 


ADDITIONAL FORM 10-D DISCLOSURE


For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the parties identified in the “Party Responsible” column (with each Servicing Function
Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant
is responsible) are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose to each Other Exchange
Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, and each Other
Depositor 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, financial statements, budgets and/or rent
rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative
obligations, if any, under the Trust and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Custodian,
the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted
from such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from the applicable
Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian, the 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 identified as such in the offering materials with respect to any related Other Securitization Trust. For any
related Other Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Custodian, the 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 other than a party identified as
such in the offering materials with respect to the related Other Securitization Trust.


 


	Item on Form 10-D	Party Responsible 
	
        Item 1: Distribution and Pool Performance Information

         

        Any information required by Item 1121 of Regulation
        AB which is NOT included on the Distribution Date Statement
	
        Certificate
        Administrator

        Servicer (only with respect to Item 1121(a)(12) of Regulation
        AB and only if no Special Servicing Loan Event has occurred and is continuing)

        Special Servicer (only with respect to Item 1121(a)(12)
        of Regulation AB and only if a Special Servicing Loan Event has occurred and is continuing)




 






    	Exhibit R-1



    	 



    

 


	Item on Form 10-D	Party Responsible 
	
        Item 2: Legal Proceedings

         

        per Item 1117 of Regulation AB
	(i) The Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer(as to themselves), (ii) any other Reporting Servicer (as to itself), and (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation) 
	Item 6: Significant Obligors of Pool Assets	
        Servicer (excluding information for which the
Special Servicer is the “Party Responsible”) Special Servicer (as to Foreclosed Properties)

	Item 8: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9: Exhibits	Certificate
    Administrator


 






    	Exhibit R-2



    	 



    

 








EXHIBIT
S



ADDITIONAL FORM 10-K DISCLOSURE


For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
13.5 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes, and each Other Depositor
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, financial statements, budgets and/or rent rolls required
to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession)
(in each case, after complying with its affirmative obligations, if any, under the Trust and Servicing Agreement to obtain such
information) of such information (other than information as to such party itself which such party is obligated to provide). Each
of the Certificate Administrator, the Trustee, the Custodian, the Servicer and the Special Servicer shall be entitled to rely
on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization Trust
(other than information with respect to itself that is set forth in or omitted from
such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from the applicable
Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian, the 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 identified as such in the offering materials with
respect to any related Other Securitization Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Custodian, the 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 other than a party identified as such in the offering materials with respect to the related Other Securitization
Trust.


 


	Item on Form 10-K	Party Responsible 
	Item 9B: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
        Certificate Administrator

         

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB
	(i) the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer, in each case as to the Trust (in the 



 


    		Exhibit S-1	



    	 



    

 

	Item on Form 10-K	Party Responsible 
	 	case of the Servicer and the Special Servicer, to be reported by the party controlling such litigation)
	
        Additional Item:

        Disclosure per Item 1119 of Regulation AB
	
        The Trustee, the Certificate Administrator, the Custodian,
        the Servicer and the Special Servicer (as to themselves) (in the case of the Servicer, only as to 1119(a) affiliations with “significant
        obligors” identified in the related Other Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the
        Custodian, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to
        1119(a) affiliations with “significant obligors” identified in the related Other Pooling and Servicing Agreement, the
        Trustee, the Certificate Administrator, the Custodian, the

        Servicer or a sub-servicer described in 1108(a)(3))

	
        Additional Item:

        Disclosure per Item 1112(b) of Regulation AB
	
        Servicer (excluding information for which the
Special Servicer is the “Party Responsible”) Special Servicer (as to Foreclosed Property)













    		Exhibit S-2	



    	 



    

 


EXHIBIT
T



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA FAX TO [           ] AND VIA EMAIL TO [
          ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


[OTHER EXCHANGE ACT REPORTING PARTY]


 


[OTHER DEPOSITOR]


 


Citigroup Commercial Mortgage Securities Inc.


390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


RE:   **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
[ ] of the Trust and Servicing Agreement, dated as of February 6, 2016 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer,
Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A.,
as Certificate Administrator, 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:	 	 







 









    		Exhibit T-1	



    	 



    

 


EXHIBIT
U



FORM 8-K DISCLOSURE INFORMATION


 


For so long as
any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 13.6 of the Trust
and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor to which such Form 8-K
Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge (after complying
with its affirmative obligations, if any, under the Trust and Servicing Agreement to obtain such information) of such information
(other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator,
the Trustee, the Custodian, the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific written notice
to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian,
the 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 identified as such in the offering materials with respect to any related Other Securitization
Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Custodian,
the 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 other than a party
identified as such in the offering materials with respect to the related Other Securitization Trust.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	Servicer, Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)

Certificate Administrator

(other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement) is a party) 

 and Servicing Agreement) is a party)
	Item 1.02- Termination of a Material Definitive Agreement	
        Servicer, Special Servicer, Custodian and the Trustee
        (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only as to agreements it is a party to or entered into 

        




 






    		Exhibit U-1	



    	 



    

 


	Item on Form 8-K	Party Responsible 
	 	on behalf of the Trust)

Certificate Administrator

        (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement) is a party)
	Item 1.03- Bankruptcy or Receivership	The Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (each as to itself)
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 6.02- Change of Servicer, Special Servicer or Trustee	
        Servicer (as to itself or a servicer retained by it)

        Special Servicer (as to itself or a servicer retained
        by it)

        Trustee

        Certificate Administrator

        Custodian

	Item 6.04- Failure to Make a Required Distribution	Certificate Administrator


 






    		Exhibit U-2	



    	 



    







 


EXHIBIT V-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Trust and Servicing Agreement dated as of February 6,
2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator (the “Certificate Administrator”)	



I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER
DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] evidenced
by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


1.           Based on my knowledge,
the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Certificate Administrator covering the fiscal year 20__ (the “Relevant Period”),
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 Relevant
Period.


2.           Based on my knowledge,
the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
by the Certificate Administrator under the Trust and Servicing Agreement for inclusion in the Exchange Act reports with respect
to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Certificate
Administrator to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


3.           I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Certificate Administrator under the Trust and
Servicing Agreement and based upon my knowledge the Certificate Administrator has, except as described in any information provided
to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Certificate Administrator covering
the fiscal year 20[__], fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year
to which such review applies; and






    		Exhibit V-1-1	



    	 



    

4.           The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9 of the Trust
and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
and such reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 


	Date:	 	 






 


[                        ]


	By:	 	 






 












    		Exhibit V-1-2	



    	 



    

 


EXHIBIT
V-2


FORM OF CERTIFICATION TO
BE PROVIDED BY THE SERVICER


		Re:	[NAME OF OTHER SECURITIZATION TRUST] (The “Trust”)



 


		Re:	225 Liberty Street Trust 2016-225L (the “225
Liberty Street Trust”), Commercial Mortgage Pass-Through Certificates, Series 2016-225L, issued pursuant to Trust and
Servicing Agreement dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator
(the “Certificate Administrator”).	






I, [identify the certifying
individual], a [title] of [SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] (the “Subject Companion
Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Subject Companion Loan delivered by the Servicer to the master servicer and/or special servicer with respect to the Trust
covering the fiscal year 20__;



		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Servicer), the servicing information in these 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 servicing reports;



		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Servicer), the servicing information required to be provided in these servicing reports to the master servicer and/or special
servicer with respect to the Trust by the Servicer under the Trust and Servicing Agreement is included in the servicing reports
delivered by the Servicer to the master servicer and/or special servicer with respect to the Trust;


 


    		Exhibit V-2-1	



    	 



    
 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Servicer under the Trust and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing
the servicer compliance statement required under Section 13.7 of the Trust and Servicing Agreement with respect to the Servicer,
and except as disclosed in such compliance statement delivered by the Servicer under Section 13.7 of the Trust and Servicing Agreement,
the Servicer has fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year to which
such review applies; and



		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 13.8 and Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance
with the Applicable Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Servicer does not make any certification under the foregoing clauses (1) through
(5) that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement
that the Servicer entered into in connection with the Mortgage Loan, or upon the performance by any such sub-servicer of its obligations
pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such
sub-servicer to the Servicer with respect to the information that is subject of such certification.


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 servicer, sub-servicer or co-servicer not retained by the servicer giving certification] and,
notwithstanding the foregoing certifications, neither I nor 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 Trust and Servicing Agreement.


 





	Date:	 	 






 


[                          ]


 


	By:	 	 
	[Name]	 






  



    		Exhibit V-2-2	



    	 



    




 



EXHIBIT
V-3


FORM OF CERTIFICATION TO
BE PROVIDED

BY THE SPECIAL SERVICER


		Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)



		Re:	225 Liberty Street Trust 2016-225L (the “225 Liberty Street Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-225L, issued pursuant to Trust and Servicing Agreement dated as of February
6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.



I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR]
and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in
delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] (the “Subject
Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


1.     Based on my knowledge,
the servicing information in the servicing reports or information relating to the Subject Companion Loan delivered by the Special
Servicer to the master servicer and/or special servicer with respect to the Trust covering the fiscal year 20__, 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
servicing reports;


2.     Based on my knowledge,
the servicing information required to be provided to the master servicer and/or special servicer with respect to the Trust by the
Special Servicer under the Trust and Servicing Agreement for inclusion in the reports to be filed by the Other Exchange Act Reporting
Party is included in the servicing reports delivered by the Special Servicer to the master servicer and/or special servicer with
respect to the Trust ;


3.     I am, or an employee
under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Trust and Servicing
Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required
under Section 13.7 of the Trust and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such compliance
statement delivered by the Special Servicer under Section 13.7 of the Trust and Servicing Agreement, the Special Servicer has fulfilled
its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and






    	Exhibit V-2-1



    	 



    


4.     The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 13.8 and
Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance with the Applicable Servicing
Criteria.





	Date:	 	 





[                           
]


 





	By:	 	 
	[Name]
 [Title]	 


 




    	Exhibit V-2-2



    	 



    

 


EXHIBIT V-4



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CUSTODIAN


		Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)



		Re:	Trust and Servicing Agreement dated as of February 6,
2016 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as
Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors, LLC, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator (the “Certificate Administrator”)



I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] evidenced by the Companion
Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Trust and Servicing Agreement), that:


1.     Based on my knowledge,
the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__ (the “Relevant Period”), 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 Relevant Period.


2.     Based on my knowledge,
the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
by the Custodian under the Trust and Servicing Agreement for inclusion in the Exchange Act reports with respect to the Trust to
be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Custodian to the applicable
Other Depositor and the applicable Other Exchange Act Reporting Party.


3.     I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Custodian under the Trust and Servicing Agreement
and based upon my knowledge the Custodian has, except as described in any information provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20[__], fulfilled its obligations
under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and


4.     The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing






    	Exhibit V-4-1



    	 



    

 criteria required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9 of the Trust
and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
and such reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 


	Date:	 	 





[                           
]





	 By:		 




 


 




    	Exhibit V-4-2



    	 



    

 


EXHIBIT V-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE TRUSTEE


		Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)



		Re:	225 Liberty Street Trust 2016-225L (the “225
Liberty Street Trust”), Commercial Mortgage Pass-Through Certificates, Series 2016-225L, issued pursuant to Trust and
Servicing Agreement dated as of February 6, 2016 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer, Trimont Real Estate Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee (the “Trustee”), and Citibank, N.A.,
as Certificate Administrator.



I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] evidenced by the Companion
Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Trust and Servicing Agreement), that:


1.     Based on my knowledge,
the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__ (the “Relevant Period”), 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 Relevant Period.


1.     Based on my knowledge,
the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
by the Trustee under the Trust and Servicing Agreement for inclusion in the Exchange Act reports with respect to the Trust to be
filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Trustee to the applicable
Other Depositor and the applicable Other Exchange Act Reporting Party.


2.     I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Trustee under the Trust and Servicing Agreement
and based upon my knowledge the Trustee has, except as described in any information provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20[__], fulfilled its obligations
under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and






    	Exhibit V-5-1



    	 



    



3.     The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria required to be delivered by the Trustee in accordance with Section 13.8 and Section 13.9 of the Trust and
Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
and such reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 


	Date:	 	 





[                           
]





	 By:		 








    	Exhibit V-5-2